Exhibit
4.4


 


	Qualified Retirement Plan	 	Defined Contribution
	 	 	Basic Plan Document 01



 






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Table
of Contents


 


	DEFINITIONS	 	7
	ACP TEST SAFE HARBOR MATCHING CONTRIBUTIONS	 	7
	ACTUAL CONTRIBUTION PERCENTAGE (ACP)	 	7
	ACTUAL DEFERRAL PERCENTAGE (ADP)	 	7
	ADOPTING EMPLOYER	 	7
	ADOPTION AGREEMENT	 	7
	ADP TEST SAFE HARBOR CONTRIBUTIONS	 	7
	ALTERNATE PAYEE	 	7
	ANNUAL ADDITIONS	 	7
	ANNUITY STARTING DATE	 	8
	AUTOMATIC CONTRIBUTION ARRANGEMENT (ACA)	 	8
	BASIC MATCHING CONTRIBUTIONS	 	8
	BASIC PLAN DOCUMENT	 	8
	BENEFICIARY	 	8
	BREAK IN ELIGIBILITY SERVICE	 	8
	BREAK IN VESTING SERVICE	 	8
	CATCH-UP CONTRIBUTIONS	 	8
	CODE	 	8
	COMPENSATION	 	8
	CONTRIBUTING PARTICIPANT	 	12
	CONTRIBUTION PERCENTAGE	 	12
	CONTRIBUTION PERCENTAGE AMOUNTS	 	12
	CUSTODIAN	 	12
	DEDUCTIBLE EMPLOYEE CONTRIBUTIONS	 	12
	DEEMED IRA	 	12
	DEEMED IRA CONTRIBUTIONS	 	12
	DEEMED IRA PARTICIPANT	 	12
	DEEMED SEVERANCE FROM EMPLOYMENT	 	13
	DEFINED CONTRIBUTION DOLLAR LIMITATION	 	13
	DESIGNATED BENEFICIARY	 	13
	DETERMINATION DATE	 	13
	DETERMINATION PERIOD	 	13
	DIFFERENTIAL WAGE PAYMENT	 	13
	DIRECT IN-PLAN ROTH ROLLOVER	 	13
	DIRECT ROLLOVER	 	13
	DISABILITY	 	13
	DISTRIBUTION CALENDAR YEAR	 	13
	DOMESTIC RELATIONS ORDER	 	13
	DOL	 	13
	EARLIEST RETIREMENT AGE	 	13
	EARLY RETIREMENT AGE	 	14
	EARNED INCOME	 	14
	EFFECTIVE DATE	 	14
	ELAPSED TIME	 	14
	ELECTION PERIOD	 	15
	ELECTIVE DEFERRALS	 	15
	ELIGIBLE AUTOMATIC CONTRIBUTION ARRANGEMENT (EACA)	 	15
	ELIGIBILITY COMPUTATION PERIOD	 	15
	ELIGIBLE EMPLOYEE	 	15
	ELIGIBLE EMPLOYER FOR SIMPLE 401(k) PLAN	 	15
	ELIGIBLE PARTICIPANT	 	16
	ELIGIBLE RETIREMENT PLAN	 	16



 






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	ELIGIBLE ROLLOVER DISTRIBUTION	 	16
	EMPLOYEE	 	16
	EMPLOYER	 	16
	EMPLOYER CONTRIBUTION	 	17
	EMPLOYER MONEY PURCHASE PENSION CONTRIBUTION	 	17
	EMPLOYER PREVAILING WAGE CONTRIBUTION	 	17
	EMPLOYER PROFIT SHARING CONTRIBUTION	 	17
	EMPLOYMENT COMMENCEMENT DATE	 	17
	ENHANCED MATCHING CONTRIBUTIONS	 	17
	ENTRY DATES	 	17
	ERISA	 	17
	EXCESS AGGREGATE CONTRIBUTIONS	 	17
	EXCESS ANNUAL ADDITIONS	 	17
	EXCESS CONTRIBUTIONS	 	17
	EXCESS ELECTIVE DEFERRALS	 	18
	FIDUCIARY	 	18
	FORFEITURE	 	18
	FUND	 	18
	HIGHEST AVERAGE COMPENSATION	 	18
	HIGHLY COMPENSATED EMPLOYEE	 	18
	HOURS OF SERVICE	 	18
	INDIRECT ROLLOVER	 	19
	INDIRECT IN-PLAN ROTH ROLLOVER	 	19
	INDIVIDUAL ACCOUNT	 	19
	INITIAL PERIOD	 	19
	INITIAL PLAN DOCUMENT	 	19
	IN-PLAN ROTH ROLLOVER	 	19
	INSURER	 	19
	INVESTMENT FIDUCIARY	 	20
	INVESTMENT FUND	 	20
	IRA OWNER	 	20
	IRA TRUSTEE (OR CUSTODIAN)	 	20
	IRS	 	20
	KEY EMPLOYEE	 	20
	LEASED EMPLOYEE	 	20
	LIFE EXPECTANCY	 	20
	LIMITATION YEAR	 	20
	MATCHING CONTRIBUTION COMPUTATION PERIOD	 	21
	MATCHING CONTRIBUTION	 	21
	MAXIMUM PERMISSIBLE AMOUNT	 	21
	MONTHS OF ELIGIBILITY SERVICE	 	21
	NONDEDUCTIBLE EMPLOYEE CONTRIBUTIONS	 	21
	NORMAL RETIREMENT AGE	 	21
	OWNER-EMPLOYEE	 	22
	PARTICIPANT	 	22
	PARTICIPANT’S BENEFIT	 	22
	PARTICIPATING EMPLOYER	 	22
	PERMISSIVE AGGREGATION GROUP	 	22
	PERIOD OF SERVICE	 	22
	PERIOD OF SEVERANCE	 	22
	PLAN	 	22
	PLAN ADMINISTRATOR	 	22
	PLAN SEQUENCE NUMBER	 	22
	PLAN YEAR	 	23



 






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	PRE-AGE 35 WAIVER	 	23
	PRE-APPROVED DOCUMENT PROVIDER	 	23
	PRE-APPROVED PLAN	 	23
	PRE-TAX ELECTIVE DEFERRALS	 	23
	PRESENT VALUE	 	23
	PRIMARY BENEFICIARY	 	23
	PRIOR PLAN DOCUMENT	 	23
	PROJECTED ANNUAL BENEFIT	 	23
	QACA ACP TEST SAFE HARBOR MATCHING CONTRIBUTIONS	 	23
	QACA ADP TEST SAFE HARBOR CONTRIBUTIONS	 	23
	QACA BASIC MATCHING CONTRIBUTIONS	 	23
	QACA ENHANCED MATCHING CONTRIBUTIONS	 	23
	QACA SAFE HARBOR CONTRIBUTIONS	 	24
	QACA SAFE HARBOR NONELECTIVE CONTRIBUTIONS	 	24
	QUALIFIED AUTOMATIC CONTRIBUTION ARRANGEMENT (QACA)	 	24
	QUALIFIED DOMESTIC RELATIONS ORDER	 	24
	QUALIFIED ELECTION	 	24
	QUALIFIED JOINT AND SURVIVOR ANNUITY	 	25
	QUALIFIED MATCHING CONTRIBUTIONS	 	25
	QUALIFIED NONELECTIVE CONTRIBUTIONS	 	25
	QUALIFIED OPTIONAL SURVIVOR ANNUITY	 	25
	QUALIFIED PRERETIREMENT SURVIVOR ANNUITY	 	25
	QUALIFYING CONTRIBUTING PARTICIPANT	 	25
	QUALIFYING EMPLOYER REAL PROPERTY	 	25
	QUALIFYING EMPLOYER SECURITY(IES)	 	25
	QUALIFYING LONGEVITY ANNUITY CONTRACT (QLAC)	 	25
	QUALIFYING PARTICIPANT	 	26
	RECIPIENT	 	26
	RELATED EMPLOYER	 	26
	RELATED PARTICIPATING EMPLOYER	 	26
	REQUIRED AGGREGATION GROUP	 	26
	REQUIRED BEGINNING DATE	 	26
	ROTH ELECTIVE DEFERRALS	 	26
	ROTH IRA	 	26
	SAFE HARBOR CODA	 	26
	SAFE HARBOR CONTRIBUTIONS	 	27
	SAFE HARBOR NONELECTIVE CONTRIBUTIONS	 	27
	SELF-EMPLOYED INDIVIDUAL	 	27
	SEPARATE FUND	 	27
	SEVERANCE FROM EMPLOYMENT	 	27
	SEVERANCE FROM SERVICE DATE	 	27
	SIMPLE 401(k) YEAR	 	27
	SIMPLE IRA	 	27
	SPOUSE	 	27
	STRAIGHT LIFE ANNUITY	 	27
	TAXABLE WAGE BASE	 	27
	TERMINATION OF EMPLOYMENT	 	27
	TOP-HEAVY PLAN	 	27
	TRADITIONAL IRA	 	27
	TRUSTEE	 	27
	UNRELATED PARTICIPATING EMPLOYER	 	28
	VALUATION DATE	 	28
	VESTED	 	28
	VESTED ACCOUNT BALANCE	 	28



 






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	YEAR OF ELIGIBILITY SERVICE	 	28
	YEAR OF VESTING SERVICE	 	28
	 	 	 
	SECTION ONE: EFFECTIVE DATES	 	28
	 	 	 
	SECTION TWO: ELIGIBILITY REQUIREMENTS	 	28
	2.01 ELIGIBILITY TO PARTICIPATE	 	28
	2.02 PLAN ENTRY	 	29
	2.03 TRANSFER TO OR FROM AN INELIGIBLE CLASS	 	29
	2.04 ELIGIBLITY TO PARTICIPATE AFTER A BREAK IN ELIGIBILITY SERVICE OR UPON REHIRE	 	29
	2.05 DETERMINATIONS UNDER THIS SECTION	 	30
	2.06 TERMS OF EMPLOYMENT	 	30
	 	 	 
	SECTION THREE: CONTRIBUTIONS	 	30
	3.01 ELECTIVE DEFERRALS	 	30
	3.02 MATCHING CONTRIBUTIONS	 	36
	3.03 SAFE HARBOR CODA	 	36
	3.04 EMPLOYER CONTRIBUTIONS	 	37
	3.05 QUALIFIED NONELECTIVE CONTRIBUTIONS	 	46
	3.06 QUALIFIED MATCHING CONTRIBUTIONS	 	47
	3.07 ROLLOVER CONTRIBUTIONS	 	47
	3.08 TRANSFER CONTRIBUTIONS	 	48
	3.09 DEDUCTIBLE EMPLOYEE CONTRIBUTIONS	 	48
	3.10 NONDEDUCTIBLE EMPLOYEE CONTRIBUTIONS	 	48
	3.11 OTHER LIMITATIONS ON SIMPLE 401(K) CONTRIBUTIONS	 	48
	3.12 LIMITATION ON ALLOCATIONS	 	48
	3.13 ACTUAL DEFERRAL PERCENTAGE TEST (ADP)	 	49
	3.14 ACTUAL CONTRIBUTION PERCENTAGE TEST (ACP)	 	51
	3.15 DEEMED IRAs	 	53
	3.16 IN-PLAN ROTH ROLLOVERS	 	58
	 	 	 
	SECTION FOUR: VESTING AND FORFEITURES	 	58
	4.01 DETERMINING THE VESTED PORTION OF PARTICIPANT INDIVIDUAL ACCOUNTS	 	58
	4.02 100 PERCENT VESTING OF CERTAIN CONTRIBUTIONS	 	61
	4.03 FORFEITURES AND VESTING OF MATCHING CONTRIBUTIONS	 	61
	4.04 FORFEITURES OF QACA ADP TEST SAFE HARBOR CONTRIBUTIONS AND QACA ACP TEST SAFE HARBOR MATCHING CONTRIBUTIONS	 	61
	 	 	 
	SECTION FIVE: DISTRIBUTIONS AND LOANS TO PARTICIPANTS	 	61
	5.01 DISTRIBUTIONS	 	61
	5.02 FORM OF DISTRIBUTION TO A PARTICIPANT	 	67
	5.03 DISTRIBUTIONS UPON THE DEATH OF A PARTICIPANT	 	67
	5.04 FORM OF DISTRIBUTION TO BENEFICIARIES	 	68
	5.05 REQUIRED MINIMUM DISTRIBUTION REQUIREMENTS	 	68
	5.06 ANNUITY CONTRACTS	 	72
	5.07 DISTRIBUTIONS IN-KIND	 	72
	5.08 PROCEDURE FOR MISSING PARTICIPANTS OR BENEFICIARIES	 	72
	5.09 CLAIMS PROCEDURES	 	72
	5.10 JOINT AND SURVIVOR ANNUITY REQUIREMENTS	 	73
	5.11 LIABILITY FOR WITHHOLDING ON DISTRIBUTIONS	 	75
	5.12 DISTRIBUTION OF EXCESS ELECTIVE DEFERRALS	 	75
	5.13 DISTRIBUTION OF EXCESS CONTRIBUTIONS	 	75
	5.14 DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS	 	76
	5.15 RECHARACTERIZATION	 	76
	5.16 LOANS TO PARTICIPANTS	 	76
	5.17 DISTRIBUTIONS OF IN-PLAN ROTH ROLLOVERS	 	78
	 	 	 
	SECTION SIX: DEFINITIONS	 	78



 






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	SECTION SEVEN: MISCELLANEOUS	 	78
	7.01 THE FUND	 	78
	7.02 INDIVIDUAL ACCOUNTS	 	78
	7.03 POWERS AND DUTIES OF THE PLAN ADMINISTRATOR	 	79
	7.04 EXPENSES AND COMPENSATION	 	80
	7.05 INFORMATION FROM EMPLOYER	 	80
	7.06 PLAN AMENDMENTS	 	81
	7.07 PLAN MERGER OR CONSOLIDATION	 	82
	7.08 PERMANENCY	 	82
	7.09 METHOD AND PROCEDURE FOR TERMINATION	 	83
	7.10 CONTINUANCE OF PLAN BY SUCCESSOR EMPLOYER	 	83
	7.11 CORRECTION	 	83
	7.12 GOVERNING LAWS AND PROVISIONS	 	83
	7.13 STATE COMMUNITY PROPERTY LAWS	 	83
	7.14 HEADINGS	 	83
	7.15 GENDER AND NUMBER	 	83
	7.16 STANDARD OF FIDUCIARY CONDUCT	 	83
	7.17 GENERAL UNDERTAKING OF ALL PARTIES	 	84
	7.18 AGREEMENT BINDS HEIRS, ETC.	 	84
	7.19 DETERMINATION OF TOP-HEAVY STATUS	 	84
	7.20 INALIENABILITY OF BENEFITS	 	85
	7.21 BONDING	 	85
	7.22 INVESTMENT AUTHORITY	 	85
	7.23 PROCEDURES AND OTHER MATTERS REGARDING DOMESTIC RELATIONS ORDERS	 	89
	7.24 INDEMNIFICATION OF PRE-APPROVED DOCUMENT PROVIDER	 	90
	7.25 MILITARY SERVICE	 	90
	7.26 MULTIPLE EMPLOYER PLAN	 	91
	 	 	 
	SECTION EIGHT: ADOPTING EMPLOYER SIGNATURE	 	92



 






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Qualified Retirement
Plan


Defined
Contribution Basic Plan Document 01


 


DEFINITIONS


 


When used in
the Plan with initial capital letters, the following words and phrases will have the meanings set forth below unless the context indicates
that other meanings are intended.


 


ACP
TEST SAFE HARBOR MATCHING CONTRIBUTIONS


 


Means Matching Contributions
described in Plan Section 3.01(F) or Plan Section 3.03(B).


 


ACTUAL
CONTRIBUTION PERCENTAGE (ACP)


 


Means the average
of the Contribution Percentages of the Eligible Participants in a group of either Highly Compensated Employees or non-Highly Compensated
Employees.


 


ACTUAL
DEFERRAL PERCENTAGE (ADP)


 


Means, for a specified
group of Participants (either Highly Compensated Employees or non-Highly Compensated Employees) for a Plan Year, the average of the ratios
(calculated separately for each Participant in such group) of 1) the amount of Employer Contributions actually paid to the Fund on behalf
of such Participant for the Plan Year to 2) the Participant’s Compensation for such Plan Year. For purposes of calculating the
ADP, Employer Contributions on behalf of any Participant will include: 1) any Elective Deferrals (other than Catch-up Contributions or
Elective Deferrals subsequently distributed as a permissible withdrawal) made pursuant to the Participant’s salary deferral election
or pursuant to automatic Elective Deferral enrollment, if applicable (including Excess Elective Deferrals of Highly Compensated Employees),
but excluding a) Excess Elective Deferrals of Participants who are non-Highly Compensated Employees that arise solely from Elective Deferrals
made under the Plan or plans of this Employer and b) Elective Deferrals that are taken into account in the Actual Contribution Percentage
test (provided the ADP test is satisfied both before and after exclusion of these Elective Deferrals); and 2) if elected by the Employer,
Qualified Nonelective Contributions and/or Qualified Matching Contributions. For purposes of computing Actual Deferral Percentages, an
Employee who would be a Participant but for the failure to make Elective Deferrals will be treated as a Participant on whose behalf no
Elective Deferrals are made.


 


ADOPTING
EMPLOYER


 


Means any corporation,
sole proprietor, or other entity named in the Adoption Agreement and any successor who by merger, consolidation, purchase, or otherwise
assumes the obligations of the Plan. The Adopting Employer will be a named fiduciary for purposes of ERISA section 402(a).


 


ADOPTION
AGREEMENT


 


Means the document executed
by the Adopting Employer through which it adopts the Plan and thereby agrees to be bound by all terms and conditions of the Plan.


 


ADP
TEST SAFE HARBOR CONTRIBUTIONS


 


Means any Basic
Matching Contributions, Enhanced Matching Contributions, and Safe Harbor Nonelective Contributions under either the Safe Harbor CODA
provisions or the QACA provisions.


 


ALTERNATE
PAYEE


 


Means any Spouse,
former Spouse, child, or other dependent of a Participant who is recognized by a Domestic Relations Order as having a right to receive
all, or a portion of, the benefits payable under the Plan with respect to such Participant.


 


ANNUAL
ADDITIONS


 


Means the sum of the following
amounts credited to a Participant for the Limitation Year:


 


		a.	Employer
                                            Contributions;



 


		b.	Nondeductible
                                            Employee Contributions;



 


		c.	Forfeitures;



 


		d.	amounts
                                            allocated to an individual medical account, as defined in Code section 415(l)(2), that is
                                            part of a pension or annuity plan maintained by the Employer, and amounts derived from contributions
                                            paid or accrued that are attributable to post-retirement medical benefits, allocated to the
                                            separate account of a key employee (as defined in Code section 419A(d)(3)), under a welfare
                                            benefit fund (as defined in Code section 419(e)), maintained by the Employer;



 


		e.	amounts
                                            allocated under a simplified employee pension plan;



 


		f.	Excess
                                            Contributions (including amounts recharacterized); and



 






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g. Excess Aggregate Contributions.


 


ANNUITY
STARTING DATE


 


Means the first day of
the first period for which an amount is paid as an annuity or in any other form.


 


AUTOMATIC
CONTRIBUTION ARRANGEMENT (ACA)


 


Means a Plan whereby certain
Employees are automatically enrolled as Contributing Participants as described in Plan Section 3.01(E)(1).


 


BASIC
MATCHING CONTRIBUTIONS


 


Means Matching
Contributions made pursuant to the Safe Harbor CODA formula described in Adoption Agreement Section Three, in an amount equal to (i)
100 percent of the amount of the Employee’s Elective Deferrals that do not exceed three-percent of the Employee’s Compensation
for the Plan Year, plus (ii) 50 percent of the amount of the Employee’s Elective Deferrals that exceed three-percent of the Employee’s
Compensation but that do not exceed five-percent of the Employee’s Compensation, if applicable.


 


BASIC
PLAN DOCUMENT


 


Means this Pre-approved
Defined Contribution Basic Plan Document 01.


 


BENEFICIARY


 


Means the individual(s)
or entity(ies) designated pursuant to Plan Section Five.


 


BREAK
IN ELIGIBILITY SERVICE


 


Means
a 12-consecutive month period that coincides with an Eligibility Computation Period during which an Employee fails to complete more than
500 Hours of Service (or such lesser number of Hours of Service specified in the Adoption Agreement for this purpose) or such Period
of Severance specified in the Elapsed Time definition, if applicable.


 


BREAK
IN VESTING SERVICE


 


Means a Plan Year (or
other vesting computation period described in the definition of Year of Vesting Service) during which an Employee fails to complete more
than 500 Hours of Service (or such lesser number of Hours of Service specified in the Adoption Agreement for this purpose) or such Period
of Severance specified in the Elapsed Time definition, if applicable.


 


CATCH-UP
CONTRIBUTIONS


 


Means Elective
Deferrals made pursuant to Plan Section Three that are in excess of an otherwise applicable Plan limit and that are made by Participants
who are age 50 or older by the end of their taxable year. An otherwise applicable Plan limit is a limit in the Plan that applies to Elective
Deferrals without regard to Catch-up Contributions, such as the limits on Annual Additions, the dollar limitation on Elective Deferrals
under Code section 402(g) (not counting Catch-up Contributions), the limit imposed by the Actual Deferral Percentage (ADP) test under
Code section 401(k)(3), or any other allowable limit imposed by the Employer. Catch-up Contributions for a Participant for a taxable
year may not exceed (1) the dollar limit on Catch-up Contributions under Code section 414(v)(2)(B)(i) for the taxable year or (2) when
added to other Elective Deferrals, an amount that would enable the Employer to satisfy other statutory or regulatory requirements (e.g.,
income tax withholding, FICA and FUTA withholding). The dollar limit on Catch-up Contributions in Code section 414(v)(2)(B)(i) was $5,500
for taxable years beginning in 2012. The $5,500 limit is adjusted by the Secretary of the Treasury, in multiples of $500, for cost-of-living
increases under Code section 414(v)(2)(C). Different limits apply to Catch-up Contributions under SIMPLE 401(k) Plans.


 


CODE


 


Means the Internal Revenue
Code of 1986 as amended from time to time.


 


COMPENSATION


 


		A.	General
                                            Definition – The following definition of Compensation will apply.
	 	 	 
	 	 	As
elected by the Adopting Employer in the Adoption Agreement (and if no election is made, W-2 wages will apply), Compensation will mean
one of the following:






 


		1.	W-2
                                            wages – Compensation is defined as information required to be reported under Code
                                            sections 6041, 6051, and 6052 (wages, tips, and other compensation as reported on Form W-2).
                                            Compensation is further defined as wages within the meaning of Code section 3401(a) and all
                                            other payments of compensation to an Employee by the Employer (in the course of the Employer’s
                                            trade or business) for which the Employer is required to furnish the Employee a written statement
                                            under Code sections 6041(d), 6051(a)(3), and 6052. Compensation must be determined without
                                            regard to any rules in Code section 3401(a) that limit the remuneration included in wages
                                            based on the nature or location of the employment or the services performed (such as the
                                            exception for agricultural labor in Code section 3401(a)(2)).



 


		2.	3401(a)
                                            wages – Compensation is defined as wages within the meaning of Code section 3401(a),
                                            for the purposes of income tax withholding at the source but determined without regard to
                                            any rules that limit the remuneration included in wages based on the nature or location of
                                            the employment or the services
performed (such as the exception for agricultural labor in Code section 3401(a)(2)).



 









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		3.	415
                                            safe-harbor compensation. 



 


		a.	The
                                            term Compensation includes:



 


		i.	Wages,
                                            salaries, fees for professional services, and other amounts received (without regard to whether
                                            or not an amount is paid in cash) for personal services actually rendered in the course of
                                            employment with the Employer maintaining the Plan, to the extent that the amounts are includible
                                            in gross income (or to the extent amounts would have been received and includible in gross
                                            income but for an election under Code sections 125(a), 132(f)(4), 402(e)(3), 402(h)(1)(B),
                                            402(k), or 457(b)). These amounts include, but are not limited to, commissions paid to salespersons,
                                            compensation for services on the basis of a percentage of profits, commissions on insurance
                                            premiums, tips, bonuses, fringe benefits, and reimbursements or other expense allowances
                                            under a nonaccountable plan as described in Treasury Regulation section 1.62-2(c).



 


		ii.	In
                                            the case of an Employee who is an Employee within the meaning of Code section 401(c)(1) and
                                            regulations promulgated under Code section 401(c)(1), the Employee’s earned income
                                            (as described in Code section 401(c)(2) and regulations promulgated under Code section 401(c)(2)),
                                            plus amounts deferred at the election of the Employee that would be includible in gross income
                                            but for the rules of Code sections 402(e)(3), 402(h)(1)(B), 402(k), or 457(b).



 


		iii.	Amounts
                                            described in Code section 104(a)(3), 105(a), or 105(h), but only to the extent that these
                                            amounts are includible in the gross income of the Employee.



 


		iv.	Amounts
                                            paid or reimbursed by the Employer for moving expenses incurred by an Employee, but only
                                            to the extent that at the time of the payment it is reasonable to believe that these amounts
                                            are not deductible by the Employee under Code section 217.



 


		v.	The value of a nonstatutory
                                            option (that is an option other than a statutory option as defined in Treasury Regulation
                                            section 1.421-1(b)) granted to an Employee by the Employer, but only to the extent that the
                                            value of the option is includible in the gross income of the Employee for the taxable year
                                            in which granted.



 


		vi.	The
                                            amount includible in the gross income of an Employee upon making the election described in
                                            Code section 83(b).



 


		vii.	Amounts
                                            that are includible in the gross income of an Employee under the rules of Code sections 409A
                                            or 457(f)(1)(A) or because the amounts are constructively received by the Employee.



 


		b.	The
                                            term Compensation does not include:



 


		i.	Contributions (other than
                                            elective contributions described in Code sections 402(e)(3), 408(k)(6), 408(p)(2)(A)(i),
                                            or 457(b)) made by the Employer to a plan of deferred compensation (including a simplified
                                            employee pension described in Code section 408(k) or a simple retirement account described
                                            in Code section 408(p), and whether or not qualified) to the extent that the contributions
                                            are not includible in the gross income of the Employee for the taxable year in which contributed.
                                            In addition, any distributions from a plan of deferred compensation (whether or not qualified)
                                            are not considered as Compensation for Code section 415 purposes, regardless of whether such
                                            amounts are includible in the gross income of the Employee when distributed.



 


		ii.	Amounts
                                            realized from the exercise of a nonstatutory option (that is an option other than a statutory
                                            option as defined in Treasury Regulation section 1.421-1(b)), or when restricted stock or
                                            other property held by an Employee either becomes freely transferable or is no longer subject
                                            to a substantial risk of forfeiture (see Code section 83 and regulations promulgated under
                                            Code section 83).



 


		iii.	Amounts
                                            realized from the sale, exchange, or other disposition of stock acquired under a statutory
                                            stock option (as defined in Treasury Regulation section 1.421-1(b)).



 


		iv.	Other
                                            amounts that receive special tax benefits, such as premiums for group term life insurance
                                            (but only to the extent that the premiums are not includible in the gross income of the Employee
                                            and are not salary reduction amounts that are described in Code section 125).



 


		v.	Other
                                            items of remuneration that are similar to any of the items listed in paragraphs (b)(i) through
                                            (b)(iv) above.



 


For any Self-Employed
Individual covered under the Plan, Compensation will mean Earned Income.


 






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		B.	Determination
                                            Period And Other Rules – Unless otherwise elected in the Adoption Agreement or
                                            required by law or regulation, where an Employee becomes an eligible Participant on any date
                                            after the first day of the applicable Determination Period, Compensation will include only
                                            that Compensation paid to the Employee during the portion of the Determination Period in
                                            which they were an eligible Participant, unless otherwise required by either the Code or
                                            ERISA (e.g., full year compensation used in the calculation of the minimum allocation in
                                            a Top-Heavy Plan). In addition, if an Employee either becomes or ceases to be a member of
                                            an ineligible class of Employees, Compensation will include only that Compensation paid to
                                            the Employee during the portion of the Determination Period in which they were an eligible
                                            Participant. Except as otherwise provided in this Plan (e.g., continued coverage of disabled
                                            Participants), Compensation received by an Employee during a Determination Period in which
                                            the Employee does not perform services for the Employer will be disregarded.



 


Unless otherwise
elected in the Adoption Agreement, Compensation will include a) any amount that is contributed by the Employer pursuant to a salary reduction
agreement and that is not includible in the gross income of the Employee under Code sections 125, 132(f)(4), 402(e)(3), 402(h)(1)(B),
or 403(b); b) compensation deferred under an eligible deferred compensation plan within the meaning of Code section 457(b) (deferred
compensation plans of state and local governments and tax-exempt organizations); and c) employee contributions (under government plans)
described in Code section 414(h)(2) but will not include deemed Code section 125 compensation.


 


For purposes
of applying the limitations of Plan Section 3.12, Compensation for a Limitation Year is the Compensation actually paid or made available
in gross income during such Limitation Year. Notwithstanding the preceding sentence, Compensation for a Participant who is permanently
and totally disabled (as defined in Code section 22(e)(3)) is the Compensation such Participant would have received for the Limitation
Year if the Participant had been paid at the rate of Compensation paid immediately before becoming permanently and totally disabled.
Compensation paid or made available during such Limitation Year will include any elective deferral (as defined in Code section 402(g)(3))
and any amount that is contributed or deferred by the Employer at the election of the Employee and that is not includible in the gross
income of the Employee by reason of Code sections 125, 132(f), or 457.


 


If elected
by the Employer in the Adoption Agreement, amounts under Code section 125 include any amounts not available to a Participant in cash
in lieu of group health coverage (deemed Code section 125 compensation). An amount will be treated as an amount under Code section 125
only if the Employer does not request or collect information regarding the Participants’ other health coverage as part of the enrollment
process for the health plan.


 


Payments
made after Severance from Employment will be either included or excluded from Compensation within the meaning of Compensation as described
in Part A of the definition of Compensation in the Plan’s Definition section, depending on the category of such payments. Whether
or not such payment is included or excluded is based on the definition below and the elections made by the Employer in the Adoption Agreement.
Such payments, if included, must meet the following requirements:


 


		1.	Payments
                                            described in paragraph (2) below will be included in the definition of Compensation (within
                                            the meaning of Compensation as described in Part A of this definition of Compensation). In
                                            addition, unless otherwise elected in the Adoption Agreement, payments described in paragraphs
                                            (3) and (4) below will be excluded from the definition of Compensation (within the meaning
                                            of Compensation as described in Part A of this definition of Compensation). Payments described
                                            in paragraph (2) and payments described in paragraphs (3) or (4), if included in the definition
                                            of Compensation, must also meet the following requirements:



 


		a.	Those
                                            amounts are paid by the later of 1) 21⁄2 months after Severance from Employment with
                                            the Employer maintaining the Plan or 2) the end of the Limitation Year that includes the
                                            date of Severance from Employment with the Employer maintaining the Plan; and



 


		b.	Those
                                            amounts would have been included in the definition of Compensation if they were paid before
                                            the Employee’s Severance from Employment with the Employer maintaining the Plan.



 


		2.	Regular
                                            Pay. An amount is described in this paragraph (2) if



 


		a.	The
                                            payment is regular compensation for services during the Employee’s regular working
                                            hours, or compensation for services outside the Employee’s regular working hours (such
                                            as overtime or shift differential), commissions, bonuses, or other similar payments; and



 


		b.	The
                                            payment would have been paid to the Employee prior to a Severance from Employment if the
                                            Employee had continued in employment with the Employer.



 


		3.	Leave
                                            Cashouts. An amount is described in this paragraph (3) if



 


		a.	The
                                            payment is for unused accrued bona fide sick, vacation, or other leave, but only if the Employee
                                            would have been able to use the leave if employment had continued.



 


		4.	Deferred
                                            Compensation. An amount is described in this paragraph (4) if



 






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		a.	The
                                            payment is an amount received by an Employee pursuant to a nonqualified unfunded deferred
                                            compensation plan, but only if the payment would have been paid to the Employee at the same
                                            time if the Employee had continued in employment with the Employer and only to the extent
                                            that the payment is includible in the Employee’s gross income.



 


		5.	Other
                                            post-severance payments. Any payment that is not described in paragraph (2), (3), or (4)
                                            above is not considered Compensation under paragraph (1) above if paid after Severance from
                                            Employment with the Employer maintaining the Plan, even if it is paid within the time period
                                            described in paragraph (1) above. Thus, Compensation does not include severance pay, or parachute
                                            payments within the meaning of Code section 280G(b)(2), if they are paid after Severance
                                            from Employment with the Employer maintaining the Plan, and does not include post-severance
                                            payments under a nonqualified unfunded deferred compensation plan unless the payments would
                                            have been paid at that time without regard to the Severance from Employment. Any payments
                                            not described above are not considered Compensation if paid after Severance from Employment,
                                            even if they are paid within 21⁄2 months following Severance from Employment.



 


		C.	Compensation
                                            for ADP, ACP, and Code section 401(a)(4) Testing – Compensation for purposes of
                                            ADP, ACP, and Code section 401(a)(4) testing will be W-2 wages unless another definition
                                            of Compensation is elected on the Adoption Agreement for allocation and other general purposes
                                            or another definition is required by law or regulation. Notwithstanding the preceding, a
                                            Plan Administrator has the option from year to year to use a different definition of Compensation
                                            for testing purposes provided the definition of Compensation satisfies Code section 414(s)
                                            and the corresponding regulations. In addition, for the Plan Year in which an Employee enters
                                            the Plan, the Employee’s Compensation that is taken into account for purposes of ADP,
                                            ACP, and Code section 401(a)(4) testing may be limited to the Employee’s Compensation
                                            from the Entry Date on which the Employee became a Participant in the Plan, applicable to
                                            the particular type of contribution.



 


		D.	Limits
                                            On Compensation – The annual Compensation of each Participant taken into account
                                            in determining allocations will not exceed $200,000, as adjusted for cost-of-living increases
                                            in accordance with Code section 401(a)(17)(B). Annual Compensation means Compensation during
                                            the Plan Year or such other consecutive 12-month period over which Compensation is otherwise
                                            determined under the Plan (Determination Period). The cost-of-living adjustment in effect
                                            for the calendar year applies to annual Compensation for the Determination Period that begins
                                            with or within such calendar year.
	 	 	 
	 	 	If a Determination
Period consists of fewer than 12 months, the annual Compensation limit is an amount equal to the otherwise applicable annual Compensation
limit multiplied by a fraction, the numerator of which is the number of months in the short Determination Period, and the denominator
of which is 12.
	 	 	 
	 	 	If
Compensation for any prior Determination Period is taken into account in determining an Employee’s allocations or benefits for
the current Determination Period, the Compensation for such prior Determination Period is subject to the applicable annual Compensation
limit in effect for that prior period.



 


		E.	SIMPLE
                                            401(k) Rules – Notwithstanding anything in this Plan to the contrary, if an Eligible
                                            Employer has established a SIMPLE 401(k) plan, Compensation means, for purposes of the definition
                                            of Eligible Employer and for purposes of Plan Sections 3.01(I) and 3.02, the sum of the wages,
                                            tips, and other compensation from the Employer subject to federal income tax withholding
                                            (as described in Code section 6051(a)(3)) and the Employee’s Elective Deferral contributions
                                            made under this or any other 401(k) plan, and, if applicable, elective deferrals under a
                                            Code section 408(p) SIMPLE IRA plan, a SARSEP plan, a Code section 403(b) annuity contract,
                                            and compensation deferred under a Code section 457 plan, required to be reported by the Employer
                                            on Form W-2 (as described in Code section 6051(a)(8)). Compensation also includes amounts
                                            paid for domestic service (as described in Code section 3401(a)(3)). For Self-Employed Individuals,
                                            Compensation means net earnings from self-employment determined under Code section 1402(a)
                                            before subtracting any contributions made under this Plan on behalf of the individual. The
                                            provisions of the Plan implementing the limit on Compensation under Code section 401(a)(17)
                                            apply to the Compensation in Plan Sections 3.01(I) and 3.02.



 


		F.	Safe
                                            Harbor CODA Rules – Notwithstanding anything in this Plan to the contrary, if an
                                            Adopting Employer has elected in the Adoption Agreement to apply the Safe Harbor CODA provisions
                                            to this Plan, Compensation means Compensation as defined in this Definitions section of the
                                            Plan and, if applicable, the definition of Compensation for allocation and other general
                                            purposes selected in the Adoption Agreement, except, for purposes of Plan Section 3.03, no
                                            dollar limit, other than the limit imposed by Code section 401(a)(17), applies to the Compensation
                                            of a non-Highly Compensated Employee. Specifically, Compensation for ADP Test Safe Harbor
                                            Contributions follows the definition of Compensation applicable to Elective Deferrals and
                                            Compensation for ACP Test Safe Harbor Contributions follows the definition of Compensation
                                            applicable to Matching Contributions provided such definitions are reasonable definitions
                                            within the meaning of Treasury Regulation section 1.414(s)-1(d)(2), do not discriminate in
                                            favor of Highly Compensated Employees pursuant to Treasury Regulation section 1.414(s)-1(d)(3),
                                            and permit each Participant to elect sufficient Elective Deferrals to receive the maximum
                                            amount of Matching Contributions (determined using the definition of Compensation described
                                            in the preceding sentence) available to the Participant under the Plan.



 


		G.	Elective
                                            Deferrals – Notwithstanding anything in the Plan to the contrary, a Participant
                                            may only make Elective Deferrals from Compensation within the meaning of Compensation as
                                            described in Part A of this definition of Compensation. Elective Deferrals may not be withheld
                                            from pay that is excluded from Compensation under the Plan for Elective Deferral purposes.



 


		H.	QACA
                                            Rules – Notwithstanding anything in this Plan to the contrary, if an Adopting Employer
                                            has elected in the Adoption Agreement to apply the QACA provisions to the Plan, Compensation
                                            means Compensation as defined in the Definitions section of the Plan and, if applicable,
                                            the definition of Compensation for allocation and other general purposes selected in the
                                            Adoption Agreement except, for purposes of Plan Section 3.01(F), no dollar limit, other than
                                            the limit imposed by Code section 401(a)(17), applies to the Compensation of a non-Highly
                                            Compensated Employee. Specifically, Compensation for QACA ADP Test Safe Harbor Contributions
                                            follows the definition of Compensation applicable to Elective Deferrals and Compensation
                                            for QACA ACP Test Safe Harbor Matching Contributions follows the definition of Compensation
                                            applicable to Matching Contributions provided such definitions are reasonable definitions
                                            within the meaning of Treasury Regulation section 1.414(s)-1(d)(2), do not discriminate in
                                            favor of Highly Compensated Employees pursuant to Treasury Regulation section 1.414(s)-1(d)(3),
                                            and permit each Participant to elect to make sufficient Elective Deferrals to receive the
                                            maximum amount of Matching Contributions (determined using the definition of Compensation
                                            described in the preceding sentence) available to the Participant under the Plan or any other
                                            alternative definition permitted pursuant to rules promulgated by the IRS.



 






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		I.	Differential
                                            Wage Payments – Notwithstanding anything in this Plan to the contrary, if the Employer
                                            chooses to provide Differential Wage Payments to individuals who are active duty members
                                            of the uniformed services, such individuals will be treated as Employees of the Employer
                                            making the Differential Wage Payment and the Differential Wage Payment will be treated as
                                            Compensation for purposes of applying the Code. Accordingly, Differential Wage Payments must
                                            be treated as Compensation as described in Part A of this definition of Compensation. Differential
                                            Wage Payments will also be treated as Compensation for contribution, allocation, and other
                                            general Plan purposes, unless excluded from the Plan’s definition of Compensation on
                                            the Adoption Agreement. In addition, the Plan will not be treated as failing to meet the
                                            requirements of any provision described in Code section 414(u)(1)(C) by reason of any contribution
                                            or benefit that is based on Differential Wage Payments only if all Employees of the Employer
                                            (as determined under Code sections 414(b), (c), (m), and (o)) performing service in the uniformed
                                            services described in Code section 3401(h)(2)(A) are entitled to receive Differential Wage
                                            Payments on reasonably equivalent terms and, if eligible to participate in the Plan, to make
                                            contributions based on the payments on reasonably equivalent terms applying the provisions
                                            of Code section 410(b)(3), (4), and (5). Such contributions or benefits may be taken into
                                            account for purposes of nondiscrimination testing as long as they do not cause the Plan to
                                            fail the nondiscrimination requirements.



 


CONTRIBUTING
PARTICIPANT


 


Means a Participant
who has enrolled as a Contributing Participant pursuant to either Plan Sections 3.01 or 3.10 and on whose behalf the Employer is contributing
Elective Deferrals to the Plan (or is making Nondeductible Employee Contributions).


 


CONTRIBUTION
PERCENTAGE


 


Means the ratio (expressed
as a percentage) of the Participant’s Contribution Percentage Amounts to the Participant’s Compensation for the Plan Year.


 


CONTRIBUTION
PERCENTAGE AMOUNTS


 


Means the sum
of the Nondeductible Employee Contributions, Matching Contributions (other than Matching Contributions forfeited due to a permissible
withdrawal), and Qualified Matching Contributions (to the extent not taken into account for purposes of the ADP test) made under the
Plan on behalf of the Participant for the Plan Year. Such Contribution Percentage Amounts will not include Matching Contributions that
are forfeited either to correct Excess Aggregate Contributions or because the contributions to which they relate are Excess Deferrals,
Excess Contributions, Excess Aggregate Contributions, or Excess Annual Additions that are distributed.


 


The Employer may
elect, in a uniform and nondiscriminatory manner, to use either Qualified Nonelective Contributions or Elective Deferrals, or both, in
the Contribution Percentage Amounts. Elective Deferrals may only be included in the Contribution Percentage Amounts if the Plan passes
the ADP test both before and after the exclusion of such Elective Deferrals.


 


CUSTODIAN


 


Means an entity
appointed in a separate custodial agreement by the Adopting Employer to hold the assets of the trust as Custodian or any duly appointed
successor. In the event of any conflict between the terms of the Plan and the terms of the custodial agreement, the terms of the Plan
will control.


 


DEDUCTIBLE
EMPLOYEE CONTRIBUTIONS


 


Means any qualified
voluntary employee contributions (as defined in Code section 219(e)(2)) made after December 31, 1981, in a taxable year beginning after
such date and made for a taxable year beginning before January 1, 1987, and allowable as a deduction under Code section 219(a) for such
taxable year.


 


DEEMED
IRA


 


Means a Traditional IRA
or Roth IRA established under the Plan.


 


DEEMED
IRA CONTRIBUTIONS


 


Means any contribution
(other than a mandatory contribution within the meaning of Code section 411(c)(2)(C)) that is made to the Plan by a Deemed IRA Participant
and with respect to which the Deemed IRA Participant has designated the contribution as a contribution to which Code section 408(q) applies.


 


DEEMED
IRA PARTICIPANT


 


Means a Participant,
or if indicated in the Adoption Agreement, any Employee or group of Employees eligible to make contributions under the Plan and on whose
behalf the Employer is contributing Deemed IRA Contributions.


 






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DEEMED
SEVERANCE FROM EMPLOYMENT


 


Means an individual
is deemed to cease to be an Employee for purposes of Code section 414(u)(12)(B) during any period the individual is performing service
in the uniformed services as defined in Code section 3401(h)(2)(A).


 


DEFINED
CONTRIBUTION DOLLAR LIMITATION


 


Means $40,000, as adjusted
under Code section 415(d).


 


DESIGNATED
BENEFICIARY


 


Means the individual
who is designated by the Participant (or the Participant’s surviving Spouse) as the Beneficiary of the Participant’s interest
under the Plan and who is the designated beneficiary under Code section 401(a)(9) and Treasury Regulation section 1.401(a)(9)-4.


 


DETERMINATION
DATE


 


Means for any
Plan Year after the first Plan Year, the last day of the preceding Plan Year. For the first Plan Year of the Plan, Determination Date
means the last day of that year.


 


DETERMINATION
PERIOD


 


Means, except as provided
elsewhere in this Plan, the Plan Year unless the Adopting Employer has selected another period in the Adoption Agreement.


 


DIFFERENTIAL
WAGE PAYMENT


 


Means a payment defined
in Code section 3401(h)(2) that is made by the Employer to an individual performing service in the uniformed services.


 


DIRECT
IN-PLAN ROTH ROLLOVER


 


Means a Direct
Rollover of all or a portion of a Recipient’s Vested Individual Account (other than Roth Elective Deferrals or Roth rollover contributions)
to a Roth rollover account established for the Recipient.


 


DIRECT
ROLLOVER


 


Means a payment
by the Plan to the Eligible Retirement Plan specified by the Recipient (or, if necessary pursuant to Plan Section 5.01(B)(1), an individual
retirement account (IRA) under Code sections 408(a), 408(b), or 408A (for Roth Elective Deferrals), as selected by the Adopting Employer
in the Adoption Agreement).


 


DISABILITY


 


Unless the Adopting
Employer has elected a different definition in the Adoption Agreement or as otherwise provided in the Plan, Disability means the inability
to engage in any substantial, gainful activity by reason of any medically determinable physical or mental impairment that can be expected
to result in death or that has lasted or can be expected to last for a continuous period of not less than 12 months. The permanence and
degree of such impairment will be supported by medical evidence satisfactory to the Plan Administrator.


 


DISTRIBUTION
CALENDAR YEAR


 


Means a calendar year
for which a minimum distribution is required. For distributions beginning before the Participant’s death, the first Distribution
Calendar Year is the calendar year immediately preceding the calendar year that contains the Participant’s Required Beginning Date.
For distributions beginning after the Participant’s death, the first Distribution Calendar Year is the calendar year in which distributions
are required to begin pursuant to Plan Section 5.05(D). The required minimum distribution for the Participant’s first Distribution
Calendar Year will be made on or before the Participant’s Required Beginning Date. The required minimum distribution for other
Distribution Calendar Years, including the required minimum distribution for the Distribution Calendar Year in which the Participant’s
Required Beginning Date occurs, will be made on or before December 31 of that Distribution Calendar Year.


 


DOMESTIC
RELATIONS ORDER


 


Means any judgment, decree,
or order (including approval of a property settlement agreement) that:


 


		a.	relates
                                            to the provision of child support, alimony payments, or marital property rights to a Spouse,
                                            former Spouse, child, or other dependent of a Participant, and



 


		b.	is
                                            made pursuant to state domestic relations law (including applicable community property laws).



 


DOL


 


Means Department of Labor.


 


EARLIEST
RETIREMENT AGE


 


Means, for purposes
of the Qualified Joint and Survivor Annuity provisions of the Plan, the earliest date on which, under the Plan, the Participant could
elect to receive retirement benefits.


 






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EARLY
RETIREMENT AGE


 


Means the age
and years of service, if applicable, specified in the Adoption Agreement. The Plan will not have an Early Retirement Age if none is specified
in the Adoption Agreement.


 


EARNED
INCOME


 


Means the net
earnings from self-employment in the trade or business with respect to which the Plan is established, for which personal services of
the individual are a material income-producing factor. Net earnings will be determined without regard to items not included in gross
income and the deductions allocable to such items. Net earnings are reduced by contributions by the Employer to a qualified plan to the
extent deductible under Code section 404.


 


Net earnings will
be determined with regard to the deduction allowed to the Employer by Code section 164(f).


 


For purposes
of applying the limitations of Code section 415, in the case of an Employee who is an Employee within the meaning of Code section 401(c)(1)
and regulations promulgated under Code section 401(c)(1), the Employee’s earned income (as described in Code section 401(c)(2)
and regulations promulgated under Code section 401(c)(2)), will include amounts deferred at the election of the Employee that would be
includible in gross income but for the rules of Code sections 402(e)(3), 402(h)(1)(B), 402(k), or 457(b).


 


EFFECTIVE
DATE


 


Means the date
the Plan (or amendment or restatement of the Plan) becomes effective as indicated in the Adoption Agreement. Notwithstanding the preceding,
unless otherwise provided in this Basic Plan Document, the Effective Date of mandatory Plan changes made available by legislative and
regulatory guidance not previously included in the Plan will be the later of the original Effective Date of the Plan or the first day
the legislative or regulatory change became effective, as indicated by a Plan amendment if a written amendment was required for such
change. For optional changes resulting from the American Taxpayer Relief Act of 2012 and other legislative and regulatory guidance, the
Effective Date will be the date the Plan began to operate in accordance with such optional change, as indicated by a Plan amendment if
a written amendment was required for such change.


 


ELAPSED
TIME


 


Means


 


	A.	Special
                                            Rules Where Elapsed Time Method is Being Used – If elected by the Adopting Employer
                                            in the Adoption Agreement, the Elapsed Time method of determining service will apply. When
                                            this definition applies, for purposes of determining an Employee’s initial or continued
                                            eligibility to participate in the Plan or the Vested interest in the Participant’s
                                            Individual Account balance derived from Employer Contributions, an Employee will receive
                                            credit for all Periods of Service. An Employee will also receive credit for any Period of
                                            Severance of less than 12 consecutive months. Fractional periods of a year will be expressed
                                            in terms of months or days.
	 	 
	 	The
definition of Break in Service in this Elapsed Time definition will replace the definitions of Break in Eligibility Service and Break
in Vesting Service found in the Definitions section of the Plan.
	 	 
	 	Break
in Service is a Period of Severance of at least 12 consecutive months.
	 	 
	 	In the case
of an individual who is absent from work for maternity or paternity reasons, the 12-consecutive month period beginning on the first anniversary
of the first date of such absence will not constitute a Break in Service. For purposes of this Elapsed Time definition, an absence from
work for maternity or paternity reasons means an absence 1) by reason of the pregnancy of the individual, 2) by reason of the birth of
a child of the individual, 3) by reason of the placement of a child with the individual in connection with the adoption of such child
by such individual, or 4) for purposes of caring for such child for a period beginning immediately following such birth or placement.
	 	 
	 	Each
Qualifying Participant will share in Employer Contributions for the Periods of Service beginning on the date the Employee commences participation
under the Plan and ending on the first day of a Period of Severance or the date on which such Employee is no longer a member of an eligible
class of Employees.
	 	 
	 	If the Employer
is a member of an affiliated service group (under Code section 414(m)), a controlled group of corporations (under Code section 414(b)),
a group of trades or businesses under common control (under Code section 414(c)), or any other entity required to be aggregated with
the Employer pursuant to Code section 414(o), service will be credited for any employment for any period of time for any other member
of such group. Service will also be credited for any individual required under Code section 414(n) or Code section 414(o) to be considered
an Employee of any Employer aggregated under Code sections 414(b), (c), or (m).



 


	B.	Changes
                                            In Methods of Crediting Service – The Plan may be amended to change the method
                                            of crediting service between the Hours of Service method of determining service and the Elapsed
                                            Time method provided each Employee with respect to whom the method of crediting service is
                                            changed is afforded the protection described in Treasury Regulation section 1.410(a)-7(g)
                                            and other applicable rules promulgated by the IRS.



 






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ELECTION
PERIOD


 


Means
the period that begins on the first day of the Plan Year in which the Participant attains age 35 and ends on the date of the Participant’s
death. If a Participant separates from service before the first day of the Plan Year in which age 35 is attained, with respect to the
account balance as of the date of separation, the Election Period will begin on the date of separation.


 


ELECTIVE
DEFERRALS


 


Means any Employer
Contributions made either as a Pre-Tax Elective Deferral or as a Roth Elective Deferral to the Plan at the election of the Participant
or pursuant to automatic Elective Deferral enrollment, in lieu of cash compensation, and will include contributions made pursuant to
a salary reduction agreement. With respect to any taxable year, a Participant’s Elective Deferrals are the sum of all Employer
contributions made on behalf of such Participant pursuant to an election to defer under any qualified cash or deferred arrangement as
described in Code section 401(k), any simplified employee pension plan cash or deferred arrangement as described in Code section 408(k)(6),
any SIMPLE IRA Plan described in Code section 408(p), any plan as described under Code section 501(c)(18), or any Employer contributions
made on the behalf of a Participant for the purchase of an annuity contract under Code section 403(b) pursuant to a salary reduction
agreement. Elective Deferrals will not include any deferrals properly distributed as Excess Annual Additions. In addition, Elective Deferrals
will not include contributions made to the Plan as Elective Deferrals under an EACA or QACA that are subsequently distributed from the
Plan in accordance with the permissible withdrawal provisions found in Plan Section 5.01(A)(2).


 


No Participant will be
permitted to have Elective Deferrals made under this Plan, or any other qualified plan maintained by the Employer, during any taxable
year of the Participant, in excess of the dollar limitation contained in Code section 402(g) in effect at the beginning of such taxable
year. Elective Deferrals under an EACA or QACA that are subsequently distributed from the Plan in accordance with the permissible withdrawal
provisions found in Plan Section 5.01(A)(2) will not be included for purposes of calculating the dollar limitation contained in Code
section 402(g). In the case of a Participant age 50 or over by the end of the taxable year, the dollar limitation described in the preceding
sentence is increased by the amount of Elective Deferrals that can be Catch-up Contributions. The dollar limitation contained in Code
section 402(g) was $17,000 for taxable years beginning in 2012. This limit is adjusted by the Secretary of the Treasury, in multiples
of $500, for cost-of-living increases under Code section 402(g)(4).


 


If the Plan permits
Roth Elective Deferrals, Elective Deferrals will be characterized as Pre-Tax Elective Deferrals, unless otherwise designated by a Contributing
Participant.


 


ELIGIBLE
AUTOMATIC CONTRIBUTION ARRANGEMENT (EACA)


 


Means an Eligible
Automatic Contribution Arrangement, as described in Code section 414(w) and Plan Section 3.01(E)(2), where Employees are automatically
enrolled as Contributing Participants in the Plan.


 


ELIGIBILITY
COMPUTATION PERIOD


 


Means, with respect
to an Employee’s initial Eligibility Computation Period, the 12-consecutive month period commencing on the Employee’s Employment
Commencement Date. Unless otherwise elected in the Adoption Agreement, the Employee’s subsequent Eligibility Computation Periods
will be the Plan Year commencing with the Plan Year beginning during the Employee’s initial Eligibility Computation Period. An
Employee will not be credited with a Year of Eligibility Service before the end of the 12-consecutive month period regardless of when
during such period the Employee completes the required number of Hours of Service. Eligibility Computation Period will not apply if the
Elapsed Time method of determining service applies for eligibility purposes.


 


ELIGIBLE
EMPLOYEE


 


Means, if the
Employer has adopted a SIMPLE 401(k) Plan, any Employee who is entitled to make Elective Deferrals under the terms of the Plan. Notwithstanding
the preceding, if the Employer has elected to apply the Safe Harbor CODA or the QACA provisions of the Plan, Eligible Employee means
an Employee that has met the eligibility criteria, if any, for Safe Harbor Contributions and is eligible to make Elective Deferrals under
the Plan for any part of the Plan Year or who would be eligible to make Elective Deferrals but for a suspension due to a distribution
described in Plan Section 5.01(C)(2) or because of statutory limitations, such as Code sections 402(g) and 415.


 


ELIGIBLE
EMPLOYER FOR SIMPLE 401(k) PLAN


 


Means, with respect
to any SIMPLE 401(k) Year, an Employer that had no more than 100 Employees who received at least $5,000 of Compensation, or such lesser
amount indicated in the Adoption Agreement, from the Employer for the preceding SIMPLE 401(k) Year and is therefore eligible to establish
a SIMPLE 401(k) Plan. In applying the preceding sentence, all Employees of controlled groups of corporations under Code section 414(b),
all Employees of trades or businesses (whether incorporated or not) under common control under Code section 414(c), all Employees of
affiliated service groups under Code section 414(m), and Leased Employees required to be treated as the Employer’s Employees under
Code section 414(n), are taken into account. In addition, with respect to any SIMPLE 401(k) Year, an Employer may not make any contributions
or otherwise provide any accrued benefits on behalf of an Eligible Employee under any other plan, contract, pension or trust maintained
by the Employer.


 


An Eligible Employer
that adopts a SIMPLE 401(k) and that fails to be an Eligible Employer for any subsequent SIMPLE 401(k) Year is treated as an Eligible
Employer for the two SIMPLE 401(k) Years following the last SIMPLE 401(k) Year for which the Employer was an Eligible Employer. If the
failure is due to any acquisition, disposition, or similar transaction involving an Eligible Employer, the preceding sentence applies
only if the provisions of Code section 410(b)(6)(C)(i) are satisfied.


 






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ELIGIBLE
PARTICIPANT


 


Means any Employee who
is eligible to make a Nondeductible Employee Contribution or an Elective Deferral (if the Employer takes such contributions into account
in the calculation of the Contribution Percentages), or to receive a Matching Contribution (including Forfeitures) or a Qualified Matching
Contribution.


 


If a Nondeductible
Employee Contribution is required as a condition of participation in the Plan, any Employee who would be a Participant in the Plan if
such Employee made such a contribution will be treated as an Eligible Participant on behalf of whom no Nondeductible Employee Contributions
are made.


 


ELIGIBLE
RETIREMENT PLAN


 


Means, for purposes
of the Direct Rollover provisions of the Plan, an individual retirement account described in Code sections 408(a) or 408A, an individual
retirement annuity described in Code section 408(b), a SIMPLE IRA described in Code section 408(p), an annuity plan described in Code
section 403(a), an annuity contract described in Code section 403(b), an eligible plan under Code section 457(b) that is maintained by
a state, political subdivision of a state, or an agency or instrumentality of a state or political subdivision of a state (and that agrees
to separately account for amounts transferred into such plan from this Plan), or a qualified plan described in Code section 401(a) that
accepts the Recipient’s Eligible Rollover Distribution. The definition of Eligible Retirement Plan will also apply in the case
of a distribution to a surviving Spouse, or to a Spouse or former Spouse who is the Alternate Payee under a Qualified Domestic Relations
Order, as defined in Code section 414(p).


 


If
any portion of an Eligible Rollover Distribution is attributable to payments or distributions from a designated Roth account, an Eligible
Retirement Plan with respect to such portion will include only another designated Roth account of the individual from whose account the
payments or distributions were made, or a Roth IRA of such individual.


 


ELIGIBLE
ROLLOVER DISTRIBUTION


 


Means any distribution
of all or any portion of the balance to the credit of the Recipient, except that an Eligible Rollover Distribution does not include


 


		a.	any
                                            distribution that is one of a series of substantially equal periodic payments (paid at least
                                            annually) made for the life (or Life Expectancy) of the Recipient or the joint lives (or
                                            joint life expectancies) of the Recipient and the Recipient’s Designated Beneficiary,
                                            or for a specified period of ten years or more;



 


		b.	any
                                            distribution to the extent such distribution is required under Code section 401(a)(9) and
                                            the corresponding regulations;



 


		c.	the
                                            portion of any other distribution that is not includible in gross income (determined without
                                            regard to the exclusion for net unrealized appreciation with respect to employer securities);



 


		d.	any
                                            hardship distribution described in Plan Section 5.01(C)(2);



 


		e.	any
                                            other distribution(s) that is reasonably expected to total less than $200 during a year;
                                            and



 


		f.	contributions
                                            made to the Plan as Elective Deferrals under an EACA or QACA that are subsequently distributed
                                            from the Plan as permissible withdrawals.



 


For distributions made
after December 31, 2001, a portion of a distribution will not fail to be an Eligible Rollover Distribution merely because the portion
consists of after-tax employee contributions that are not includible in gross income. However, such portion may be transferred only to
an individual retirement account or annuity described in Code section 408(a) or (b), or a Roth individual retirement account or annuity
described in Code Section 408A (a Roth IRA), a SIMPLE IRA described in Code section 408(p), or to a qualified defined contribution plan
described in Code section 401(a), 403(a), or 403(b) that agrees to separately account for amounts so transferred, including separately
accounting for the portion of such distribution that is includible in gross income and the portion of such distribution that is not so
includible.


 


EMPLOYEE


 


Means any person
employed by an Employer maintaining the Plan or by any other employer required to be aggregated with such Employer under Code sections
414(b), (c), (m), or (o).


 


The term Employee
will also include any Leased Employee deemed to be an Employee of any Employer described in the previous paragraph as provided in Code
sections 414(n) or (o).


 


EMPLOYER


 


Means the Adopting
Employer and Participating Employers. A partnership is considered to be the Employer of each of the partners and a sole proprietorship
is considered to be the Employer of a sole proprietor.


 






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EMPLOYER
CONTRIBUTION


 


Means
the amount contributed by the Employer each year as determined under this Plan. The term Employer Contribution will include Elective
Deferrals made to the Plan unless such contributions are intended to be excluded for purposes of either the Plan or any act under the
Code, ERISA, or any additional rules, regulations, or other pronouncements promulgated by either the IRS or DOL.


 


EMPLOYER
MONEY PURCHASE PENSION CONTRIBUTION


 


Means an Employer
Contribution made pursuant to the Money Purchase Pension Plan Adoption Agreement Section titled “Employer Money Purchase Pension
Contributions.” The Employer must make Employer Money Purchase Pension Contributions without regard to current or accumulated earnings
or profits.


 


EMPLOYER
PREVAILING WAGE CONTRIBUTION


 


Means an Employer
Contribution made pursuant to the Adoption Agreement Section titled “Employer Prevailing Wage Contributions.” The Employer
may make Employer Prevailing Wage Contributions without regard to current or accumulated earnings or profit.


 


EMPLOYER
PROFIT SHARING CONTRIBUTION


 


Means an Employer
Contribution made pursuant to the Adoption Agreement Section titled “Employer Profit Sharing Contributions.” Unless otherwise
elected in the Adoption Agreement, the Employer may make Employer Profit Sharing Contributions without regard to current or accumulated
earnings or profits.


 


EMPLOYMENT
COMMENCEMENT DATE


 


Means, with respect to
an Employee, the date such Employee first performs an Hour of Service for the Employer.


 


ENHANCED
MATCHING CONTRIBUTIONS


 


Means Matching
Contributions described in Code section 401(k)(12)(B)(iii) and made pursuant to the Safe Harbor CODA formula elected by the Employer
in the Adoption Agreement.


 


ENTRY
DATES


 


Means the first day of
the Plan Year and the first day of the seventh month of the Plan Year coinciding with or following the date the Employee satisfies the
eligibility requirements of Plan Section 2.01 for the applicable contribution source, unless the Adopting Employer has specified different
dates in the Adoption Agreement. If this is an initial adoption of the Plan by the Employer, the initial Effective Date will also be
considered an Entry Date.


 


ERISA


 


Means the Employee Retirement
Income Security Act of 1974 as amended from time to time.


 


EXCESS
AGGREGATE CONTRIBUTIONS


 


Means, with respect to
any Plan Year, the excess of


 


		a.	the
                                            aggregate Contribution Percentage Amounts taken into account in computing the numerator of
                                            the Contribution Percentage actually made on behalf of Highly Compensated Employees for such
                                            Plan Year, over



 


		b.	the
                                            maximum Contribution Percentage Amounts permitted by the ACP test (determined by hypothetically
                                            reducing contributions made on behalf of Highly Compensated Employees in order of their Contribution
                                            Percentages, beginning with the highest of such percentages).



 


Such determination
will be made after first determining Excess Elective Deferrals pursuant to the definition provided herein and then determining Excess
Contributions pursuant to the definition provided herein.


 


EXCESS
ANNUAL ADDITIONS


 


Means the excess of the
Participant’s Annual Additions for the Limitation Year over the Maximum Permissible Amount.


 


EXCESS
CONTRIBUTIONS


 


Means, with respect to
any Plan Year, the excess of


 


		a.	the
                                            aggregate amount of Employer Contributions actually taken into account in computing the ADP
                                            of Highly Compensated Employees for such Plan Year, over



 


		b.	the
                                            maximum amount of such contributions permitted by the ADP test (determined by hypothetically
                                            reducing contributions made on behalf of Highly Compensated Employees in order of the ADPs,
                                            beginning with the highest of such percentages).



 






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EXCESS ELECTIVE DEFERRALS


 


Means those Elective
Deferrals that either 1) are made during the Participant’s taxable year and exceed the dollar limitation under Code section 402(g)
(increased, if applicable, by the dollar limitation on Catch-up Contributions defined in Code section 414(v)) for such year; or 2) are
made during a calendar year and exceed the dollar limitation under Code section 402(g) (increased, if applicable, by the dollar limitation
on Catch-up Contributions defined in Code section 414(v)) for the Participant’s taxable year beginning in such calendar year, counting
only Elective Deferrals made under this Plan and any other plan, contract, or arrangement maintained by the Employer. Excess Elective
Deferrals will be treated as Annual Additions under the Plan, unless such amounts are distributed no later than the first April 15 following
the close of the Participant’s taxable year.


 


FIDUCIARY


 


Means a person
who exercises any discretionary authority or control with respect to management of the Plan, renders investment advice as defined in
ERISA section 3(21), or has any discretionary authority or responsibility regarding the administration of the Plan. The Employer and
such other individuals either appointed by the Employer or deemed to be fiduciaries as a result of their actions shall serve as Fiduciaries
under this Plan and fulfill the fiduciary responsibilities described in Part 4, Title I of ERISA including discharging their duties with
respect to the Plan solely in the interest of the Participants and Beneficiaries and with the care, skill, prudence, and diligence under
the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct
of an enterprise of a like character and with like aims.


 


FORFEITURE


 


Means that portion
of a Participant’s Individual Account derived from Employer Contributions that the Participant is not entitled to receive (i.e.,
the nonvested portion).


 


FUND


 


Means the Plan assets
held by the Trustee (or Custodian, if applicable) for the Participants’ exclusive benefit.


 


HIGHEST
AVERAGE COMPENSATION


 


Means the average compensation
for the three consecutive years of service with the Employer that produces the highest average.


 


HIGHLY
COMPENSATED EMPLOYEE


 


Means any Employee
who 1) was a five-percent owner at any time during the year or the preceding year, or 2) for the preceding year had Compensation from
the Employer in excess of $80,000 and, if elected by the Adopting Employer in the Adoption Agreement, was in the top-paid group for the
preceding year. The $80,000 amount is adjusted at the same time and in the same manner as under Code section 415(d), except that the
base period is the calendar quarter ending September 30, 1996.


 


For this purpose the applicable
year of the Plan for which a determination is being made is called a determination year and the preceding 12-month period is called a
look-back year unless the Adopting Employer has made a calendar year data election in the Adoption Agreement. If a calendar year data
election is made, the look-back year will be the calendar year ending within the Plan Year for purposes of determining who is a Highly
Compensated Employee (other than as a five-percent owner).


 


A highly compensated
former employee is based on the rules applicable to determining Highly Compensated Employee status as in effect for that determination
year, in accordance with Treasury Regulation section 1.414(q)-1T, A-4, Notice 97-45 and any subsequent guidance issued by the IRS.


 


The determination of who
is a Highly Compensated Employee, including but not limited to the determinations of the number and identity of Employees in the top-paid
group and the Compensation that is considered, will be made in accordance with Code section 414(q) and the corresponding regulations.
Adoption Agreement elections to include or exclude items from Compensation that are inconsistent with Code section 414(q) will be disregarded
for purposes of determining who is a Highly Compensated Employee.


 


HOURS
OF SERVICE


 


Means


 


		1.	Each
                                            hour for which an Employee is paid, or entitled to payment, for the performance of duties
                                            for the Employer. These hours will be credited to the Employee for the computation period
                                            in which the duties are performed.



 


		2.	Each
                                            hour for which an Employee is paid, or entitled to payment, by the Employer on account of
                                            a period of time during which no duties are performed (irrespective of whether the employment
                                            relationship has terminated) due to vacation, holiday, illness, incapacity (including Disability),
                                            layoff, jury duty, military duty, or leave of absence. No more than 501 Hours of Service
                                            will be credited under this paragraph for any single continuous period (whether or not such
                                            period occurs in a single computation period). Hours under this paragraph will be calculated
                                            and credited pursuant to Labor Regulation Section 2530.200b-2, that is incorporated herein
                                            by this reference.



 






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		3.	Each
                                            hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed
                                            to by the Employer. The same Hours of Service will not be credited both under paragraph (1)
                                            or paragraph (2), as the case may be, and under this paragraph (3). These hours will be credited
                                            to the Employee for the computation period or periods to which the award or agreement pertains
                                            rather than the computation period in which the award, agreement, or payment is made.



 


		4.	Solely for purposes of determining
                                            whether a Break in Eligibility Service or a Break in Vesting Service has occurred in a computation
                                            period (the computation period for purposes of determining whether a Break in Vesting Service
                                            has occurred is the Plan Year or other vesting computation period described in the definition
                                            of a Year of Vesting Service (Period of Service, if applicable)), an individual who is absent
                                            from work for maternity or paternity reasons will receive credit for the Hours of Service
                                            that would otherwise have been credited to such individual but for such absence, or in any
                                            case in which such hours cannot be determined, eight Hours of Service per day of such absence.
                                            For purposes of this paragraph, an absence from work for maternity or paternity reasons means
                                            an absence 1) by reason of the pregnancy of the individual, 2) by reason of a birth of a
                                            child of the individual, 3) by reason of the placement of a child with the individual in
                                            connection with the adoption of such child by such individual, or 4) for purposes of caring
                                            for such child for a period beginning immediately following such birth or placement. The
                                            Hours of Service credited under this paragraph will be credited 1) in the Eligibility Computation
                                            Period or Plan Year or other vesting computation period described in the definition of a
                                            year of service in which the absence begins if the crediting is necessary to prevent a Break
                                            in Eligibility Service or a Break in Vesting Service in the applicable period, or 2) in all
                                            other cases, in the following Eligibility Computation Period or Plan Year or other vesting
                                            computation period described in the definition of a year of service.



 


		5.	Hours
                                            of Service will be credited for employment with other members of an affiliated service group
                                            (under Code section 414(m)), a controlled group of corporations (under Code section 414(b)),
                                            or a group of trades or businesses under common control (under Code section 414(c)) of which
                                            the Adopting Employer is a member, and any other entity required to be aggregated with the
                                            Employer pursuant to Code section 414(o) and the corresponding regulations.
	 	 	 
	 	 	Hours
of Service will also be credited for any individual considered an Employee for purposes of this Plan under Code sections 414(n) or 414(o)
and the corresponding regulations.



 


		6.	Where
                                            the Employer maintains the plan of a predecessor employer, service for such predecessor employer
                                            will be treated as service for the Employer. If the Employer does not maintain the plan of
                                            a predecessor employer, service for such predecessor employer will not be treated as service
                                            for the Employer unless specifically elected in the Adoption Agreement.



 


		7.	The
                                            above method for determining Hours of Service may be altered as specified in the Adoption
                                            Agreement.



 


		8.	Hours
                                            of Service will apply unless the Adopting Employer has indicated in the Adoption Agreement
                                            that a method other than Hours of Service will be used for determining service.



 


INDIRECT
ROLLOVER


 


Means a rollover
contribution received by this Plan from an Employee that previously received a distribution from this Plan or another plan rather than
having such amount directly rolled over to this Plan from the distributing plan.


 


INDIRECT
IN-PLAN ROTH ROLLOVER


 


Means an Indirect
Rollover of an Eligible Rollover Distribution from a Recipient’s Individual Account (other than from Roth Elective Deferrals or
Roth rollover contributions) to a Roth rollover account established for the Recipient.


 


INDIVIDUAL
ACCOUNT


 


Means the account established
and maintained under this Plan for each Participant in accordance with Plan Section 7.02(A).


 


INITIAL
PERIOD


 


Means the period
for each Eligible Employee that begins on the date the Eligible Employee first participates in the QACA and ends on the last day of the
Plan Year that starts after the date the Eligible Employee first participates in the QACA.


 


INITIAL
PLAN DOCUMENT


 


Means the plan document
that initially established the Plan.


 


IN-PLAN
ROTH ROLLOVER


 


Means any contribution
made either as a Direct In-Plan Roth Rollover or an Indirect In-Plan Roth Rollover.


 


INSURER


 


Means
an insurance company that issues one or more annuity contracts or insurance policies under the Plan. In the event of any conflict between
the terms of the Plan and the terms of an annuity contract or insurance policy issued under the Plan by the Insurer, the terms of the
Plan will control. Where appropriate, references to the Trustee throughout the Plan will apply to an Insurer.


 






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INVESTMENT
FIDUCIARY


 


Means
the Employer, a Trustee with full trust powers, any individual Trustee(s), or any investment manager, as applicable, that under the terms
of the Plan is vested with the responsibility and authority to select investment options for the Plan and to direct the investment of
the assets of the Fund. In no event will a Custodian or a Trustee who does not have the authority or discretion to select the appropriate
investments for the Fund be an Investment Fiduciary for any purpose whatsoever.


 


INVESTMENT
FUND


 


Means a subdivision
of the Fund established pursuant to Plan Section 7.01(B).


 


IRA
OWNER


 


Means an Employee
who has established a Deemed IRA.


 


IRA
TRUSTEE (OR CUSTODIAN)


 


Means the bank
or savings and loan association, as defined in Code section 408(n), or any person who has the approval of the IRS to act as Trustee,
or their successor.


 


IRS


 


Means Internal
Revenue Service.


 


KEY
EMPLOYEE


 


Means, for
Plan Years beginning after December 31, 2001, any Employee or former Employee (including any deceased Employee) who at any time during
the Plan Year that includes the Determination Date is an officer of the Employer and whose annual compensation is greater than $130,000
(as adjusted under Code section 416(i)(1) for Plan Years beginning after December 31, 2002), a five-percent owner of the Employer, or
a one-percent owner of the Employer who has annual compensation of more than $150,000. Unless otherwise elected in the Adoption Agreement,
for Plan Years beginning on or after January 1, 2001, Compensation will also include elective amounts that are not includible in the
gross income of the Employee by reason of Code section 132(f)(4).


 


In determining whether
a plan is top-heavy for Plan Years beginning before January 1, 2002, Key Employee means any Employee or former Employee (including any
deceased Employee) who at any time during the five-year period ending on the Determination Date, is an officer of the Employer having
annual compensation that exceeds 50 percent of the dollar limitation under Code section 415(b)(1)(A), an owner (or considered an owner
under Code section 318) of one of the ten largest interests in the Employer if such Participant’s compensation exceeds 100 percent
of the dollar limitation under Code section 415(c)(1)(A), a five-percent owner of the Employer, or a one-percent owner of the Employer
who has annual compensation of more than $150,000. Annual compensation means compensation as defined in Part A of the definition of Compensation
in this Definition section, but including amounts contributed by the Employer pursuant to a salary reduction agreement that are excludable
from the Employee’s gross income in Code sections 125, 402(e)(3), 402(h)(1)(B) or 403(b). The determination period is the Plan
Year containing the Determination Date and the four preceding Plan Years.


 


The determination
of who is a Key Employee will be made in accordance with Code section 416(i)(1) and the corresponding Treasury Regulations.


 


LEASED
EMPLOYEE


 


Means any person
(other than an Employee of the recipient Employer) who, pursuant to an agreement between the recipient Employer and any other person
(“leasing organization”), has performed services for the recipient Employer (or for the recipient Employer and related persons
determined in accordance with Code section 414(n)(6)) on a substantially full-time basis for a period of at least one year, and such
services are performed under primary direction or control by the recipient Employer. Contributions or benefits provided to a Leased Employee
by the leasing organization that are attributable to services performed for the recipient Employer will be treated as provided by the
recipient Employer.


 


A Leased Employee
will not be considered an Employee of the recipient if 1) such Leased Employee is covered by a money purchase pension plan providing
a) a nonintegrated employer contribution rate of at least ten-percent of compensation, as defined in Part A of the definition of Compensation
in this Definition section, but including amounts contributed pursuant to a salary reduction agreement, that are excludable from the
Leased Employee’s gross income under Code sections 125, 402(e)(3), 402(h)(1)(B), or 403(b), b) immediate participation, and c)
full and immediate vesting; and 2) Leased Employees do not constitute more than 20 percent of the recipient’s non-Highly Compensated
Employee work force.


 


LIFE
EXPECTANCY


 


Means life expectancy
as computed by using the Single Life Table in Treasury Regulation section 1.401(a)(9)-9, Q&A 1.


 


LIMITATION
YEAR


 


Means
the Plan Year, unless the Adopting Employer has selected another 12-consecutive month period in the Adoption Agreement. All qualified
plans maintained by the Employer must use the same Limitation Year. If the Limitation Year is amended to a different 12-consecutive month
period, the new Limitation Year must begin on a date within the Limitation Year in which the amendment is made.


 






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If
a Plan is terminated effective as of a date other than the last day of the Plan’s Limitation Year, the Plan is treated as if the
Plan was amended to change its Limitation Year. As a result of this deemed amendment, the Code section 415(c)(1)(A) dollar limit must
be prorated under the short Limitation Year rules.


 


MATCHING
CONTRIBUTION COMPUTATION PERIOD


 


Means
the applicable period of time over which a Participant’s Compensation and Elective Deferrals and/or Nondeductible Employee Contributions,
if applicable, are taken into account for purposes of determining all Matching Contributions that are made to the Plan on behalf of such
Participant. Unless otherwise elected in the Adoption Agreement, the Matching Contribution Computation Period is the Plan Year.


 


MATCHING
CONTRIBUTION


 


Means an Employer Contribution
made to this or any other defined contribution plan on behalf of a Participant on account of an Elective Deferral or a Nondeductible
Employee Contribution made by such Participant under a plan maintained by the Employer. Notwithstanding the preceding, if the Adopting
Employer has elected to apply the Safe Harbor CODA or Qualified Automatic Contribution Arrangement provisions of the Plan, Matching Contributions
means contributions made by the Employer on account of an Eligible Employee’s Elective Deferrals. For Plan Years beginning on or
after January 1, 1998, Matching Contributions made by self-employed Participants (as defined in Code section 401(c)) will not be treated
as Elective Deferrals.


 


MAXIMUM
PERMISSIBLE AMOUNT


 


Means the maximum Annual
Addition that may be contributed or allocated to a Participant’s Individual Account under the Plan for any Limitation Year.


 


For Limitation Years beginning
before January 1, 2002, the Maximum Permissible Amount will not exceed the lesser of


 


		a.	the
                                            Defined Contribution Dollar Limitation, or



 


		b.	25
                                            percent of the Participant’s Compensation for the Limitation Year.



 


For Limitation Years beginning
on or after January 1, 2002, except for Catch-up Contributions, the Maximum Permissible Amount will not exceed the lesser of


 


		a.	$40,000,
                                            as adjusted for cost-of-living increases under Code section 415(d), or



 


		b.	100
                                            percent of the Participant’s Compensation (within the meaning of Compensation as described
                                            in Part A of the definition of Compensation in this Definition section) for the Limitation
                                            Year.



 


The compensation
limitation referred to in (b) will not apply to any contribution for medical benefits after separation from service (within the meaning
of Code section 401(h) or 419A(f)(2)) that is otherwise treated as an Annual Addition.


 


If a short Limitation
Year is created because of an amendment changing the Limitation Year to a different 12-consecutive month period, the Maximum Permissible
Amount will not exceed the Defined Contribution Dollar Limitation multiplied by the following fraction:


 


Number of
months in the short Limitation Year


 


12


 


MONTHS
OF ELIGIBILITY SERVICE


 


Means the period of consecutive
months, as specified in the Adoption Agreement, beginning on the Employee’s date of hire, and ending on the last day of the initial
period specified in the Adoption Agreement, during which an Employee completes at least the number of Hours of Service specified in the
Adoption Agreement, if applicable. The method used to determine the Months of Eligibility Service must be administered in a uniform and
nondiscriminatory manner. Employees do not complete the initial Months of Eligibility Service until they complete the required number
of Hours of Service, if applicable, and reach the end of the period of consecutive months.


 


NONDEDUCTIBLE
EMPLOYEE CONTRIBUTIONS


 


Means any contribution,
other than Roth Elective Deferrals, made to the Plan by or on behalf of a Participant that is included in the Participant’s gross
income in the year in which made and that is maintained under a separate account to which earnings and losses are allocated.


 


NORMAL
RETIREMENT AGE


 


Means the age specified
in the Adoption Agreement. If the Employer enforces a mandatory retirement age, the Normal Retirement Age is the lesser of that mandatory
age or the age specified in the Adoption Agreement. If no age is specified in the Adoption Agreement, the Normal Retirement Age will
be age 591⁄2 if the Plan is a profit sharing plan or age 62 if the Plan is a money purchase pension plan.


 






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OWNER-EMPLOYEE


 


Means an individual who
is a sole proprietor or who is a partner owning more than ten-percent of either the capital or the profits interest of the partnership.


 


PARTICIPANT


 


Means any Employee
or former Employee of the Employer who has met the Plan’s age and service requirements, has entered the Plan, and who is or may
become eligible to receive a benefit of any type from this Plan or whose Beneficiary may be eligible to receive any such benefit.


 


PARTICIPANT’S
BENEFIT


 


Means the Participant’s
Individual Account as of the last Valuation Date in the calendar year immediately preceding the Distribution Calendar Year (valuation
calendar year) increased by the amount of any contributions made and allocated or Forfeitures allocated to the Participant’s Individual
Account as of dates in the valuation calendar year after the Valuation Date and decreased by distributions made in the valuation calendar
year after the Valuation Date and the value of any Qualifying Longevity Annuity Contract. The Participant’s Benefit for the valuation
calendar year includes any amounts rolled over or transferred to the Plan either in the valuation calendar year or in the Distribution
Calendar Year if distributed or transferred in the valuation calendar year.


 


PARTICIPATING
EMPLOYER


 


Means an employer who
is either a Related Participating Employer or an Unrelated Participating Employer.


 


PERMISSIVE
AGGREGATION GROUP


 


Means the Required
Aggregation Group of plans plus any other plan or plans of the Employer that, when considered as a group with the Required Aggregation
Group, would continue to satisfy the requirements of Code sections 401(a)(4) and 410.


 


PERIOD
OF SERVICE


 


Means the aggregate
of all time periods beginning on the Employee’s date of hire or rehire and ending on the date a Break in Service begins. The first
day of employment or reemployment is the first day the Employee performs an Hour of Service. If the Plan is using the Elapsed Time method
of determining eligibility service, this definition of Period of Service will replace the definitions of Year of Eligibility Service
found in this Definitions section of the Plan. If the Plan is using the Elapsed Time method of determining vesting service, this definition
of Period of Service will replace the definition of and Year of Vesting Service found in this Definitions section of the Plan.


 


PERIOD
OF SEVERANCE


 


Means a continuous period
of time during which the Employee is not employed by the Employer. Such period begins on the Severance from Service Date.


 


PLAN


 


Means the pre-approved
defined contribution plan adopted by the Employer that is intended to satisfy the requirements of Code section 401 and ERISA section
501. The Plan consists of this Basic Plan Document, the corresponding Adoption Agreement, the corresponding trust or custodial agreement,
and any attachments or amendments, as completed and signed by the Adopting Employer, including any amendment provisions adopted prior
to the Effective Date of the Plan that are not superseded by the provisions of this restated Plan.


 


PLAN
ADMINISTRATOR


 


The Adopting Employer
will be the Plan Administrator unless the managing body of the Adopting Employer designates a person or persons other than the Adopting
Employer as the Plan Administrator and so notifies the Trustee (or Custodian, if applicable). The managing body of the Adopting Employer
may also appoint a successor Plan Administrator. The Adopting Employer will also be the Plan Administrator if the person or persons so
designated ceases to be the Plan Administrator and a successor Plan Administrator is not appointed. The Adopting Employer may establish
an administrative committee that will carry out the Plan Administrator’s duties. Members of the administrative committee may allocate
the Plan Administrator’s duties among themselves. If the managing body of the Adopting Employer designates a person or persons
other than the Adopting Employer as Plan Administrator, such person or persons will serve at the pleasure of the Adopting Employer and
will serve pursuant to such procedures as such managing body may provide. Each such person will be bonded as may be required by law.
The term Plan Administrator will include any person authorized to perform the duties of the Plan Administrator and properly identified
to the Trustee or Custodian as such. Where the Adopting Employer dies, becomes incapacitated, or is otherwise unable to fulfill its duties,
and neither the Adopting Employer nor the managing body of the Adopting Employer will or can appoint a successor Plan Administrator within
a reasonable period of time thereafter, the Plan Administrator may appoint a successor Plan Administrator. Where the Plan Administrator
will not or cannot appoint a successor Plan Administrator, a majority of Participants in the Plan will have the authority to appoint
a successor Plan Administrator but will not be obligated to do so if engaging a majority of Participants would result in unreasonable
time, expense, or administrative burden. The Pre-approved Document Provider will in no case be designated as the Plan Administrator.
The Plan Administrator will be a named Fiduciary of the Plan for purposes of ERISA section 402(a), and the Plan Administrator must ensure
that the authority over the portion of the Fund subject to the trust requirements of ERISA section 403(a) is assigned to a Trustee(subject
to the proper and lawful directions of the Plan Administrator), or an investment manager.


 


PLAN
SEQUENCE NUMBER


 


Means the three-digit
number the Adopting Employer assigned to the Plan in the Adoption Agreement. The Plan Sequence Number identifies the number of qualified
retirement plans the Employer maintains or has maintained. The Plan Sequence Number is 001 for the Employer’s first qualified retirement
plan, 002 for the second, etc.


 






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PLAN
YEAR


 


Means the 12-consecutive
month period that coincides with the Adopting Employer’s tax year or such other 12-consecutive month period as is designated in
the Adoption Agreement. Notwithstanding the preceding, a Plan Year may be a period less than 12 months, as defined in the Adoption Agreement.


 


PRE-AGE
35 WAIVER


 


A Participant
who will not yet attain age 35 as of the end of any current Plan Year may make a special Qualified Election to waive the Qualified Preretirement
Survivor Annuity for the period beginning on the date of such election and ending on the first day of the Plan Year in which the Participant
will attain age 35. Such election will not be valid unless the Participant receives an explanation of the Qualified Preretirement Survivor
Annuity in such terms as are comparable to the explanation required in Plan Section 5.10(D)(1). Qualified Preretirement Survivor Annuity
coverage will be automatically reinstated as of the first day of the Plan Year in which the Participant attains age 35. Any new waiver
on or after such date will be subject to the full requirements of Plan Section 5.10.


 


PRE-APPROVED
DOCUMENT PROVIDER


 


Means the entity
specified in the Adoption Agreement that makes this pre-approved plan document available to employers for adoption.


 


PRE-APPROVED
PLAN


 


Means a plan,
the form of which is the subject of a favorable opinion letter from the IRS.


 


PRE-TAX
ELECTIVE DEFERRALS


 


Means Elective
Deferrals that are not included in a Contributing Participant’s gross income at the time deferred.


 


PRESENT
VALUE


 


Unless otherwise
elected in the Adoption Agreement, for purposes of establishing the Present Value of benefits under a defined benefit plan to compute
the top-heavy ratio, any benefit will be discounted only for mortality and interest based on the interest rate and mortality table specified
for this purpose in the defined benefit plan.


 


PRIMARY
BENEFICIARY


 


Means an individual
named as a Beneficiary under the Plan who has an unconditional right to all or a portion of a Participant’s Individual Account
upon the Participant’s death.


 


PRIOR
PLAN DOCUMENT


 


Means a plan document
that was replaced by adoption of this Plan document as indicated in the Adoption Agreement.


 


PROJECTED
ANNUAL BENEFIT


 


Means the annual
retirement benefit (adjusted to an actuarially equivalent Straight Life Annuity if such benefit is expressed in a form other than a Straight
Life Annuity or Qualified Joint and Survivor Annuity) to which the Participant would be entitled under the terms of the Plan, assuming
that


 


		a.	the
                                            Participant will continue employment until Normal Retirement Age under the Plan (or current
                                            age, if later), and



 


		b.	the
                                            Participant’s Compensation for the current Limitation Year and all other relevant factors
                                            used to determine benefits under the Plan will remain constant for all future Limitation
                                            Years.



 


QACA
ACP TEST SAFE HARBOR MATCHING CONTRIBUTIONS


 


Means Matching
Contributions described in Plan Section 3.01(F)(3).


 


QACA
ADP TEST SAFE HARBOR CONTRIBUTIONS


 


Means any QACA
Basic Matching Contributions, QACA Enhanced Matching Contributions, and QACA Safe Harbor Nonelective Contributions.


 


QACA
BASIC MATCHING CONTRIBUTIONS


 


Means
Matching Contributions made pursuant to the QACA formula described in Adoption Agreement Section Three, in an amount equal to 1) 100
percent of the amount of the Employee’s Elective Deferrals that do not exceed one-percent of the Employee’s Compensation
for the Plan Year, plus 2) 50 percent of the amount of the Employee’s Elective Deferrals that exceed one-percent of the Employee’s
Compensation but do not exceed six-percent of the Employee’s Compensation for the Plan Year, if applicable.


 


QACA
ENHANCED MATCHING CONTRIBUTIONS


 


Means Matching
Contributions described in Code section 401(k)(12)(B)(iii) and made pursuant to the QACA formula elected by the Employer in the Adoption
Agreement.


 






    
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QACA
SAFE HARBOR CONTRIBUTIONS


 


Means Employer
Contributions made pursuant to the QACA Safe Harbor provisions in Plan Section 3.01(F).


 


QACA
SAFE HARBOR NONELECTIVE CONTRIBUTIONS


 


Means Employer
Contributions made in an amount equal to at least three-percent of each Participant’s Compensation on behalf of each Eligible Employee,
unless otherwise specified in the Adoption Agreement. Such contributions will be made without regard to whether a Participant makes an
Elective Deferral or a Nondeductible Employee Contribution.


 


QUALIFIED
AUTOMATIC CONTRIBUTION ARRANGEMENT (QACA)


 


Means a Plan
whereby Eligible Employees are automatically enrolled as Contributing Participants in the Plan and that requires Employer Contributions
to the Plan as outlined in Plan Section 3.01(F) and Code sections 401(k)(13) and 401(m)(12) in order to be deemed to satisfy certain
nondiscrimination testing requirements.


 


QUALIFIED
DOMESTIC RELATIONS ORDER


 


		A.	In
                                            General – Means a Domestic Relations Order



 


		1.	that
                                            creates or recognizes the existence of an Alternate Payee’s rights to, or assigns to
                                            an Alternate Payee the right to, receive all or a portion of the benefits payable with respect
                                            to a Participant under the Plan, and



 


		2.	with
                                            respect to which the requirements described in the remainder of this section are met.



 


		B.	Specification
                                            of Facts – A Domestic Relations Order will be a Qualified Domestic Relations Order
                                            only if the order clearly specifies



 


		1.	the
                                            name and last known mailing address (if any) of the Participant and the name and mailing
                                            address of each Alternate Payee covered by the order,



 


		2.	the
                                            amount or percentage of the Participant’s benefits to be paid by the Plan to each such
                                            Alternate Payee, or the manner in which such amount or percentage is to be determined,



 


		3.	the
                                            number of payments or period to which such order applies, and



 


		4.	each
                                            plan to which such order applies.



 


		C.	Additional
                                            Requirements – In addition to paragraph (B) above, a Domestic Relations Order will
                                            be considered a Qualified Domestic Relations Order only if such order



 


		1.	does
                                            not require the Plan to provide any type or form of benefit, or any option not otherwise
                                            provided under the Plan,



 


		2.	does
                                            not require the Plan to provide increased benefits, and



 


		3.	does
                                            not require benefit to an Alternate Payee that are required to be paid to another Alternate
                                            Payee under another order previously determined to be a Qualified Domestic Relations Order.



 


		D.	Exception
                                            for Certain Payments – A Domestic Relations Order will not be treated as failing
                                            to meet the requirements above solely because such order requires that payment of benefits
                                            be made to an Alternate Payee



 


		1.	on
                                            or after the date on which the Participant attains (or would have attained) the earliest
                                            retirement age as defined in Code section 414(p)(4)(B),



 


		2.	as
                                            if the Participant had retired on the date on which such payment is to begin under such order,
                                            and



 


		3.	in
                                            any form in which such benefits may be paid under the Plan to the Participant (other than
                                            in a Qualified Joint and Survivor Annuity) with respect to the Alternate Payee and their
                                            subsequent spouse.



 


QUALIFIED
ELECTION


 


Means a
waiver of a Qualified Joint and Survivor Annuity or a Qualified Preretirement Survivor Annuity. Any waiver of a Qualified Joint and
Survivor Annuity or a Qualified Preretirement Survivor Annuity will not be effective unless 1) the Participant’s Spouse
consents to the election (either in writing or in any other form permitted under rules promulgated by the IRS and DOL), 2) the
election designates a specific Beneficiary, including any class of beneficiaries or any contingent beneficiaries, that may not be
changed without spousal consent (or the Spouse expressly permits designations by the Participant without any further spousal
consent), 3) the Spouse’s consent acknowledges the effect of the election, and d) the Spouse’s consent is witnessed by a
Plan representative or notary public. Additionally, a Participant’s waiver of the Qualified Joint and Survivor Annuity will
not be effective unless the election designates a form of benefit payment that may not be changed without spousal consent (or the
Spouse expressly permits designations by the Participant without any further spousal consent). If it is established to the
satisfaction of a Plan representative that there is no Spouse or that the Spouse cannot be located, a waiver by the Participant will
be deemed a Qualified Election. In addition, if the Spouse is legally incompetent to give consent, the Spouse’s legal
guardian, even if the guardian is the Participant, may give consent. If the Participant is legally separated or the Participant has
been abandoned (within the meaning of local law) and the Participant has a court order to such effect, spousal consent is not
required unless a Qualified Domestic Relations Order provides otherwise.


 






    
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Any consent by
a Spouse obtained under this provision (or establishment that the consent of a Spouse may not be obtained) will be effective only with
respect to such Spouse. A consent that permits designations by the Participant without any requirement of further consent by such Spouse
must acknowledge that the Spouse has the right to limit consent to a specific Beneficiary, and a specific form of benefit where applicable,
and that the Spouse voluntarily elects to relinquish either or both of such rights. A revocation of a prior waiver may be made by a Participant
without the consent of the Spouse at any time before the commencement of benefits. The number of revocations will not be limited. No
consent obtained under this provision will be valid unless the Participant has received notice as provided in Plan Section 5.10(D).


 


QUALIFIED
JOINT AND SURVIVOR ANNUITY


 


Means an immediate
annuity for the life of the Participant with a survivor annuity for the life of the Spouse that is not less than 50 percent and not more
than 100 percent of the amount of the annuity that is payable during the joint lives of the Participant and the Spouse and that is the
amount of benefit that can be purchased with the Participant’s vested account balance. The percentage of the survivor annuity under
the Plan will be 50 percent, unless a different percentage is elected by the Adopting Employer in the Adoption Agreement.


 


QUALIFIED
MATCHING CONTRIBUTIONS


 


Means Matching
Contributions that are nonforfeitable when allocated to the Participants’ Individual Accounts and that are distributable only in
accordance with the distribution provisions (other than for hardships) applicable to Elective Deferrals.


 


QUALIFIED
NONELECTIVE CONTRIBUTIONS


 


Means Employer
Contributions (other than Matching Contributions, Qualified Matching Contributions, or Employer Profit Sharing Contributions) allocated
to Participants’ Individual Accounts that the Participants may not elect to receive in cash until distributed from the Plan; that
are nonforfeitable when allocated to the Participants’ Individual Accounts; and that are distributable only in accordance with
the distribution provisions (other than hardships) that are applicable to Elective Deferrals.


 


QUALIFIED
OPTIONAL SURVIVOR ANNUITY


 


Means an annuity
1) for the life of the Participant with a survivor annuity for the life of the Spouse that is equal to the “applicable percentage”
of the amount of the annuity that is payable during the joint lives of the Participant and the Spouse, and 2) that is the actuarial equivalent
of a single annuity for the life of the Participant. If the survivor annuity provided by the Qualified Joint and Survivor Annuity is
less than 75 percent of the annuity payable during the joint lives of the Participant and the Spouse, the applicable percentage is 75
percent. If the survivor annuity provided by the Qualified Joint and Survivor Annuity is greater than or equal to 75 percent, the applicable
percentage is 50 percent.


 


QUALIFIED
PRERETIREMENT SURVIVOR ANNUITY


 


Means a survivor
annuity for the life of the surviving Spouse of the Participant if the payments are not less than the amounts that would be payable as
a survivor annuity under the Qualified Joint and Survivor Annuity under the Plan in accordance with Code section 417(c).


 


QUALIFYING
CONTRIBUTING PARTICIPANT


 


Means a Contributing
Participant who satisfies the requirements described in Plan Section 3.02 to be entitled to receive a Matching Contribution (and Forfeitures,
if applicable) for a Plan Year.


 


QUALIFYING
EMPLOYER REAL PROPERTY


 


Means parcels of Employer
real property that are subject to the requirements of ERISA section 407.


 


QUALIFYING
EMPLOYER SECURITY(IES)


 


Means stock that
is issued by the Employer and transferred to this Plan and that is subject to the requirements of ERISA section 407 and meets the requirements
of ERISA section 407(d)(5).


 


QUALIFYING
LONGEVITY ANNUITY CONTRACT (QLAC)


 


Means an annuity
contract that is purchased from an insurance company for a Participant and that satisfies the requirements under Treasury Regulation
section 1.401(a)(9)-6, Q&A 17.


 






    
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QUALIFYING
PARTICIPANT


 


A
Participant is a Qualifying Participant and is entitled to share in the Employer Contribution for any Plan Year if the Participant was
a Participant on at least one day during the Plan Year and satisfies any additional conditions specified in the Adoption Agreement. The
determination of whether a Participant is entitled to share in the Employer Contribution will be made as of the last day of each Plan
Year.


 


RECIPIENT


 


Means an Employee
or former Employee. In addition, the Employee’s or former Employee’s surviving Spouse and the Employee’s or former
Employee’s Spouse or former Spouse who is the Alternate Payee under a Qualified Domestic Relations Order, as defined in Code section
414(p), are Recipients with regard to the interest of the Spouse or former Spouse.


 


RELATED
EMPLOYER


 


Means an employer who,
along with another employer, is a member of 1) a controlled group of corporations (as defined in Code section 414(b) as modified by Code
section 415(h)), 2) a commonly controlled trade or business (as defined in Code section 414(c) as modified by Code section 415(h)) or
3) an affiliated service group (as defined in Code section 414(m) (and any other entity required to be aggregated with another employer
pursuant to Treasury regulations under Code section 414(o)).


 


RELATED
PARTICIPATING EMPLOYER


 


Means a Related
Employer of the Adopting Employer who participates in the Plan. Unless the Employer elected in the Adoption Agreement to allow all Related
Employers to participate in the Plan, a Related Employer of the Adopting Employer must execute a Participating Employer Attachment prior
to participation in the Plan.


 


REQUIRED
AGGREGATION GROUP


 


Means 1) each
qualified plan of the Employer in which at least one Key Employee participates or participated at any time during the Plan Year containing
the Determination Date or any of the four preceding Plan Years (regardless of whether the Plan has terminated), and 2) any other qualified
plan of the Employer that enables a plan described in 1) to meet the requirements of Code section 401(a)(4) or 410.


 


REQUIRED
BEGINNING DATE


 


Means, unless
otherwise elected in the Adoption Agreement, April 1 of the calendar year following the calendar year in which the Participant attains
age 701⁄2 or retires, whichever is later, except that benefit distributions to a five-percent owner must commence by the April 1
of the calendar year following the calendar year in which the Participant attains age 701⁄2. Notwithstanding the preceding, if required
under transition rules provided under Treasury Regulation 1.401(a)(9), the Required Beginning Date means April 1 of the calendar year
following the calendar year in which the Participant attains age 70 1⁄2. However, if an amendment was previously made to the Plan
pursuant to Treasury Regulation section 1.411(d)-4, Q&A-10(b), any Participant (other than a five-percent owner) attaining age 701⁄2
after 1995 may elect by the April 1 of the calendar year following the year in which the Participant attained age 701⁄2, (or by
December 31, 1997, in the case of a Participant attaining age 701⁄2 in 1996) to defer distributions until the calendar year following
the calendar year in which the Participant retires.


 


An election to
defer distributions will be deemed made by a Participant who does not request a minimum distribution by April 1 of the year following
the year in which the Participant attains age 701⁄2.


 


A Participant
is treated as a five-percent owner for purposes of this section if such Participant is a five-percent owner as defined in Code section
416 at any time during the Plan Year ending with or within the calendar year in which such owner attains age 701⁄2.


 


Once distributions
have begun to a five-percent owner under this section, they must continue to be distributed, even if the Participant ceases to be a five-percent
owner in a subsequent year.


 


Notwithstanding
the preceding, if the Employer elected in the Adoption Agreement to offer Deemed IRAs, the definition of required beginning date and
the distribution provisions of Plan Section 3.15 will apply to such Deemed IRAs.


 


ROTH
ELECTIVE DEFERRALS


 


Means Elective
Deferrals that are includible in a Contributing Participant’s gross income at the time deferred and have been irrevocably designated
as Roth Elective Deferrals by the Contributing Participant in their deferral election.


 


ROTH
IRA


 


Means an individual retirement
account as defined in Code section 408A.


 


SAFE
HARBOR CODA


 


Means a Plan that has
elected to make contributions in accordance with Plan Section 3.03.


 






    
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SAFE
HARBOR CONTRIBUTIONS


 


Means Employer Contributions
made pursuant to either the Safe Harbor CODA provisions in Plan Section 3.03 or the QACA provisions in Plan Section 3.01(F).


 


SAFE
HARBOR NONELECTIVE CONTRIBUTIONS


 


Means Employer
Contributions made in an amount equal to at least three-percent of each Participant’s Compensation on behalf of each Eligible Employee,
unless otherwise specified in the Adoption Agreement. Such contributions will be made without regard to whether a Participant makes an
Elective Deferral or a Nondeductible Employee Contribution.


 


SELF-EMPLOYED
INDIVIDUAL


 


Means an individual
who has Earned Income for the taxable year from the trade or business for which the Plan is established, including an individual who
would have had Earned Income but for the fact that the trade or business had no net profits for the taxable year.


 


SEPARATE
FUND


 


Means a subdivision of
the Fund held in the name of a particular Participant or Beneficiary representing certain assets held for that Participant or Beneficiary.
The assets that comprise a Participant’s Separate Fund are those assets earmarked for the Participant and also those assets subject
to the Participant’s individual direction pursuant to Plan Section 7.22(B).


 


SEVERANCE
FROM EMPLOYMENT


 


Means when an
Employee ceases to be an Employee of the Employer maintaining the Plan. An Employee does not have a Severance from Employment if, in
connection with a change of employment, the employee’s new employer maintains such plan with respect to the employee.


 


SEVERANCE
FROM SERVICE DATE


 


Means the date the Employee
ceases to be employed by the Employer, or if earlier, the 12-month anniversary of the date on which the Employee was otherwise first
absent from service.


 


SIMPLE
401(k) YEAR


 


Means the calendar year
and applies only if the Employer has adopted a SIMPLE 401(k) Plan.


 


SIMPLE
IRA


 


Means an individual retirement
account that satisfies the requirements of Code sections 408(p) and 408(a).


 


SPOUSE


 


Means the Spouse
or surviving Spouse of the Participant, provided that a former Spouse will be treated as the Spouse or surviving Spouse and a current
Spouse will not be treated as the Spouse or surviving Spouse to the extent provided under a Qualified Domestic Relations Order.


 


STRAIGHT
LIFE ANNUITY


 


Means an annuity payable
in equal installments for the life of the Participant that terminates upon the Participant’s death.


 


TAXABLE
WAGE BASE


 


Means, with respect to
any taxable year, the contribution and benefit base in effect in Section 230 of the Social Security Act at the beginning of the Plan
Year.


 


TERMINATION
OF EMPLOYMENT


 


Means that the
employment status of an Employee ceases for any reason other than death. An Employee who does not return to work for the Employer on
or before the expiration of an authorized leave of absence from such Employer will be deemed to have incurred a Termination of Employment
when such leave ends.


 


TOP-HEAVY
PLAN


 


Means a Plan determined
to be a Top-Heavy Plan for any Plan Year pursuant to Plan Section 7.19.


 


TRADITIONAL
IRA


 


Means an individual retirement
account as defined in Code section 408(a).


 


TRUSTEE


 


Means, if applicable,
an individual, individuals, or corporation appointed in a separate trust agreement by the Adopting Employer as Trustee or any duly appointed
successor. A corporate Trustee must be a bank, trust company, broker, dealer, or clearing agency as defined in Labor Regulation section
2550.403(a)-1(b). In the event of any conflict between the terms of the Plan and the terms of the separate trust agreement, the terms
of the Plan will control.


 






    
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UNRELATED
PARTICIPATING EMPLOYER


 


Means an employer
who is not a Related Employer of the Adopting Employer and who executes a Participating Employer Attachment. An employer who is a Related
Employer of a Participating Employer but not of the Adopting Employer will not be considered an Unrelated Participating Employer unless
it also executes a Participating Employer Attachment.


 


VALUATION
DATE


 


Means the valuation date
or dates as specified in the Adoption Agreement. If no date is specified in the Adoption Agreement, the Valuation Date will be the last
day of the Plan Year and each additional date designated by the Plan Administrator that is selected in a uniform and nondiscriminatory
manner when the assets of the Fund are valued at their then fair market value. Notwithstanding the preceding, for purposes of calculating
the top-heavy ratio, the Valuation Date will be the last day of the initial Plan Year and the last day of the preceding Plan Year for
each subsequent Plan Year.


 


VESTED


 


Means nonforfeitable,
that is, an unconditional and legally enforceable claim against the Plan that is obtained by a Participant or the Participant’s
Beneficiary to that part of an immediate or deferred benefit under the Plan that arises from a Participant’s Years of Vesting Service.


 


VESTED
ACCOUNT BALANCE


 


Means the aggregate
value of the Participant’s Vested account balances derived from Employer and Nondeductible Employee Contributions (including rollovers
and transfers), whether Vested before or upon death, including the proceeds of insurance contracts, if any, on the Participant’s
life. This definition will apply to a Participant who is vested in amounts attributable to Employer Contributions, Nondeductible Employee
Contributions, or both at the time of death or distribution.


 


YEAR
OF ELIGIBILITY SERVICE


 


Means
a 12-consecutive month period that coincides with an Eligibility Computation Period during which an Employee completes at least 1,000
Hours of Service (or such lesser number of Hours of Service specified in the Adoption Agreement), or such period specified in the Period
of Service definition, if applicable. Employees are not credited with a Year of Eligibility Service until they complete the required
number of Hours of Service and reach the end of the 12-consecutive month period, or are employed at the end of the Period of Service,
if applicable.


 


The Plan may
be amended to change the method of crediting service between the Hours of Service method of determining service and the Elapsed Time
method provided each Employee with respect to whom the method of crediting service is changed is afforded the protection described in
Treasury Regulation section 1.410(a)-7(g) and other applicable rules promulgated by the IRS.


 


YEAR
OF VESTING SERVICE


 


Means a Plan
Year during which an Employee completes at least 1,000 Hours of Service (or such lesser number of Hours of Service specified in the Adoption
Agreement for this purpose), or such period specified in the Period of Service definition, if applicable. Notwithstanding the preceding
sentence, if the Adopting Employer so indicates in the Adoption Agreement, vesting will be computed by reference to the 12-consecutive
month period beginning with the Employee’s Employment Commencement Date and each successive 12-month period commencing on the anniversaries
thereof, or some other 12-consecutive month period.


 


Years of Vesting
Service will not include any period of time excluded from Years of Vesting Service in the Adoption Agreement. However, if an Employee
becomes ineligible to participate in the Plan because they are no longer a member of an eligible class of Employees, but has not incurred
a Break in Vesting Service, such Employee will continue to accumulate Years of Vesting Service.


 


In the event
the Plan Year is changed to a new 12-month period, Employees will receive credit for Years of Vesting Service, in accordance with the
preceding provisions of this definition, for each of the Plan Years (the old and new Plan Years) that overlap as a result of such change.


 


The Plan may
be amended to change the method of crediting service between the Hours of Service method of determining service and the Elapsed Time
method provided each Employee with respect to whom the method of crediting service is changed is afforded the protection described in
Treasury Regulation section 1.410(a)-7(g) and other applicable rules promulgated by the IRS.


 


SECTION
ONE: EFFECTIVE DATES


 


Pursuant to the
DEFINITIONS section of the Plan, the Effective Date means the date the Plan becomes effective as indicated in the Adoption Agreement.
However, certain provisions of the Plan may have effective dates different from the Plan Effective Date, if, for example, the Plan is
amended after the Effective Date.


 


SECTION
TWO: ELIGIBILITY REQUIREMENTS


 


		2.01	ELIGIBILITY
                                            TO PARTICIPATE



 


Each Employee,
except an Employee who belongs to a class of Employees excluded from participation as indicated in the Adoption Agreement, will be eligible
to participate in this Plan upon satisfying the age and eligibility service requirements specified in the Adoption Agreement. If no age
is specified in the Adoption Agreement, there will not be an age requirement. If no option for eligibility service is selected, no eligibility
service will be required.


 






    
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Notwithstanding
the preceding paragraph, if the Adoption Agreement does not give Employers the option to restrict participation of certain classes of
Employees, the following Employees will be excluded from participation in the Plan.


 


		A.	Union
                                            Employees – Employees included in a unit of Employees covered by a collective bargaining
                                            agreement between the Employer and Employee representatives, if retirement benefits were
                                            the subject of good faith bargaining and if two-percent or less of the Employees who are
                                            covered pursuant to that agreement are professionals as defined in Treasury Regulation section
                                            1.410(b)-9. For this purpose, the term “Employee representatives” does not include
                                            any organization in which more than half of the members are Employees who are owners, officers,
                                            or executives of the Employer.



 


		B.	Non-resident
                                            Aliens – Employees who are non-resident aliens (within the meaning of Code section
                                            7701(b)(1)(B)) who received no earned income (within the meaning of Code section 911(d)(2))
                                            from the Employer that constitutes income from sources within the United States (within the
                                            meaning of Code section 861(a)(3)).



 


		C.	Acquired
                                            Employees – Employees who became Employees as the result of certain acquisitions
                                            or dispositions as described under Code section 410(b) (6)(C). Such Employees will be excluded
                                            from participation during the transition period beginning on the date of the change in the
                                            members of the group and ending on the last day of the first Plan Year that begins after
                                            the date of the change. A transaction under Code section 410(b)(6)(C) is an asset or stock
                                            acquisition, merger, or similar transaction involving a change in the employer of the employees
                                            of a trade or business.



 


		2.02	PLAN
                                            ENTRY



 


		A.	Plan
                                            Restatement – If this Plan is an amendment or restatement of a Prior Plan Document,
                                            each Employee who was a Participant under the Prior Plan Document before the Effective Date
                                            will continue to be a Participant in this Plan.



 


		B.	Effective
                                            Date – If this is an initial adoption of the Plan by the Employer, an Employee
                                            will become a Participant in the Plan as of the Effective Date if the Employee has met the
                                            eligibility requirements of Plan Section 2.01 as of such date. After the Effective Date,
                                            each Employee will become a Participant on the first Entry Date coinciding with or following
                                            the date the Employee satisfies the eligibility requirements of Plan Section 2.01 for the
                                            applicable contribution source, unless the Adopting Employer selects retroactive or next
                                            following Entry Dates in the Adoption Agreement



 


		C.	Notification
                                            – The Plan Administrator shall notify each Employee who becomes eligible to be
                                            a Participant under this Plan and shall furnish the Employee with the enrollment forms or
                                            other documents that are required of Participants. Such notification will be in writing,
                                            or in any other form permitted under rules promulgated by the IRS or DOL. The Employee will
                                            execute such forms or documents and make available such information as may be required in
                                            the administration of the Plan.



 


		2.03	TRANSFER
                                            TO OR FROM AN INELIGIBLE CLASS



 


If an Employee
who had been a Participant becomes ineligible to participate because they are no longer a member of an eligible class of Employees, but
has not incurred a Break in Eligibility Service, such Employee will participate immediately following the date of reemployment upon their
return to an eligible class of Employees. If such Employee incurs a Break in Eligibility Service, their eligibility to participate will
be determined by Plan Section 2.04.


 


An Employee
who is not a member of the eligible class of Employees will become a Participant immediately upon becoming a member of the eligible class,
provided such Employee has satisfied the age and eligibility service requirements and would have otherwise previously become a Participant.
Unless otherwise elected in the Adoption Agreement, if such Employee has not satisfied the age and eligibility service requirements as
of the date they become a member of the eligible class, such Employee will become a Participant on the first Entry Date coinciding with
or following the date that the Employee has satisfied the age and eligibility service requirements.


 


		2.04	ELIGIBLITY
                                            TO PARTICIPATE AFTER A BREAK IN ELIGIBILITY SERVICE OR UPON REHIRE



 


		A.	Employee
                                            Not a Participant Before Break – If an Employee incurs a Break in Eligibility Service
                                            before satisfying the Plan’s eligibility requirements, such Employee’s eligibility
                                            service before such Break in Eligibility Service will not be taken into account when determining
                                            the Employee’s eligibility to participate in the Plan following the Break in Eligibility
                                            Service.



 


		B.	Employee
                                            a Participant Before Break or Termination of Employment – If a Participant incurs
                                            a Break in Eligibility Service, such Participant will continue to participate in the Plan
                                            following such Break in Eligibility Service. If a Participant incurs a Termination of Employment
                                            such Participant will participate immediately following the date of reemployment, except
                                            as set forth in Plan Section 2.04(C).



 


		C.	Rehire
                                            Hold-Out Rule – If elected in the Adoption Agreement, eligibility service that
                                            occurs before a Break in Eligibility Service will not be taken into account until the Participant
                                            (without regard to whether the Participant is Vested) has satisfied the Plan’s eligibility
                                            service requirement after returning to employment. The eligibility service for purposes of
                                            the rehire hold-out rule will be measured in the same manner as the original Eligibility
                                            Computation Period, if applicable, except that it will commence on the Participant’s
                                            reemployment commencement date. The reemployment commencement date is the first day on which
                                            the Participant is credited with an Hour of Service for the performance of duties after reemployment.
                                            If a Participant completes the eligibility service requirements following reemployment in
                                            accordance with this paragraph, their active participation will be reinstated as of the reemployment
                                            commencement date. Notwithstanding the preceding, Plan Section 2.04(B) will apply to Elective
                                            Deferrals.



 






    
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		2.05	DETERMINATIONS
                                            UNDER THIS SECTION



 


The
Plan Administrator will determine the eligibility of each Employee to be a Participant. This determination will be conclusive and binding
upon all persons except as otherwise provided herein or by law.


 


		2.06	TERMS
                                            OF EMPLOYMENT



 


Nothing with
respect to the establishment of the Plan or any action taken with respect to the Plan, nor the fact that a common law Employee has become
a Participant will give to that Employee any right to employment or continued employment or to grant any other rights except as specifically
set forth in this Plan document, ERISA, or other applicable law. In addition, the Plan will not limit the right of the Employer to discharge
an Employee or otherwise deal with an Employee in a manner which may have an impact upon the Employee’s rights under the Plan.


 


SECTION
THREE: CONTRIBUTIONS


 


		3.01	ELECTIVE
                                            DEFERRALS



 


Each
Employee who satisfies the eligibility requirements specified in the Adoption Agreement for making either Pre-Tax Elective Deferrals
or Roth Elective Deferrals, if applicable, may begin making such Elective Deferrals to the Plan by enrolling as a Contributing Participant.


 


		A.	Requirements
                                            to Enroll as a Contributing Participant – Each Employee who satisfies the eligibility
                                            requirements specified in the Adoption Agreement for either Pre-Tax Elective Deferrals or
                                            Roth Elective Deferrals, if applicable, may enroll as a Contributing Participant with respect
                                            to the type of Elective Deferral for which they have satisfied the eligibility requirements,
                                            on the first Entry Date coinciding with or following the date the Employee satisfies the
                                            eligibility requirements, or if applicable, the first Entry Date following the date on which
                                            the Employee returns to the eligible class of Employees pursuant to Plan Section 2.03. A
                                            Participant who wishes to enroll as a Contributing Participant must deliver (either in writing
                                            or in any other form permitted by the IRS and the DOL) a salary reduction agreement (or agreement
                                            to make Nondeductible Employee Contributions) to the Plan Administrator except as set forth
                                            in Plan Section 3.01(E) below. Except for occasional, bona fide administrative considerations
                                            as set forth in the Treasury Regulations, contributions made pursuant to such election cannot
                                            precede the earlier of 1) the date on which services relating to the contribution are performed,
                                            and 2) the date on which the Compensation that is subject to the election would be payable
                                            to the Employee in the absence of an election to defer. Any limits on Elective Deferrals
                                            designated by the Employer in Adoption Agreement Section Three may be determined either periodically
                                            throughout the Plan Year (e.g., each payroll period) or at the end of the Plan Year provided
                                            that the determination is made in a uniform and nondiscriminatory manner.



 


Notwithstanding
the dates set forth in Plan Section 3.01(A) as of which a Participant may enroll as a Contributing Participant, the Plan Administrator
will have the authority to designate, in a nondiscriminatory manner, additional enrollment dates during the 12-month period beginning
on the Effective Date (or the date that Elective Deferrals may commence, if later) in order that an orderly first enrollment might be
completed. In addition, if the Adopting Employer has indicated in the Adoption Agreement that Participants may make separate deferral
elections with respect to bonuses, Participants will be afforded a reasonable period of time before the issuance of such bonuses to elect
to defer all, none, or part of them into the Plan. Such an election to defer all or part of a bonus will be independent of any other
salary reduction agreement and will not constitute a modification to any pre-existing salary reduction agreement. If a Plan permits both
Pre-Tax and Roth Elective Deferrals and the Participant fails to designate whether their Elective Deferrals are Pre-Tax or Roth Elective
Deferrals, the Participant will be deemed to have designated the Elective Deferrals as Pre-Tax Elective Deferrals.


 


Notwithstanding
anything in this Plan to the contrary, if this Plan is subject to ERISA, the Employer shall deliver Elective Deferrals to the Trustee
(or Custodian, if applicable) as soon as such contributions can reasonably be segregated from the general assets of the Employer. In
no event, however, will Elective Deferrals be deposited with the Trustee (or Custodian, if applicable) later than the 15th business day
of the month following the month in which the Elective Deferrals would otherwise have been payable to a Participant in cash or by such
other deadline determined under rules promulgated by the DOL. If this Plan is not subject to ERISA, the Employer shall deposit Elective
Deferrals with the Trustee (or Custodian, if applicable) as of such time as is required by the IRS and DOL.


 


		B.	Ceasing
                                            Elective Deferrals – Unless otherwise elected in the Adoption Agreement, a Participant
                                            may cease Elective Deferrals (or Nondeductible Employee Contributions) and thus withdraw
                                            as a Contributing Participant as of any such times established by the Plan Administrator
                                            in a uniform and nondiscriminatory manner by revoking the authorization to the Employer to
                                            make Elective Deferrals (or Nondeductible Employee Contributions) on their behalf. A Participant
                                            who desires to withdraw as a Contributing Participant will give notice of withdrawal to the
                                            Plan Administrator at least 30 days (or such shorter period as the Plan Administrator will
                                            permit in a uniform and nondiscriminatory manner) before the effective date of withdrawal.
                                            A Participant will cease to be a Contributing Participant upon their Termination of Employment
                                            or on account of termination of the Plan. Notwithstanding anything in this Plan to the contrary,
                                            each Employee who has entered into a salary reduction agreement under a SIMPLE 401(k) Plan
                                            may terminate such agreement at any time during the year.



 






    
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		C.	Return
                                            as a Contributing Participant After Ceasing Elective Deferrals – Unless otherwise
                                            elected in the Adoption Agreement, a Participant who has withdrawn as a Contributing Participant
                                            (e.g., pursuant to Plan Section 3.01(B), a suspension due to a hardship distribution, or
                                            a suspension due to a distribution on account of a Deemed Severance from Employment) may
                                            not again become a Contributing Participant until such times established by the Plan Administrator
                                            in a uniform and nondiscriminatory manner.



 


		D.	Changing
                                            Elective Deferral Amounts – A Contributing Participant or a Participant who has
                                            met the eligibility requirements in the Adoption Agreement, but who has never made an affirmative
                                            election regarding Elective Deferrals (or Nondeductible Employee Contributions), may complete
                                            a new or modify an existing salary reduction agreement (or agreement to make Nondeductible
                                            Employee Contributions) to increase or decrease (within the limits placed on Elective Deferrals
                                            or Nondeductible Employee Contributions in the Adoption Agreement) the amount of their Compensation
                                            deferred into the Plan or change the type of their future Elective Deferrals (Roth or Pre-Tax),
                                            if applicable. Unless otherwise elected in the Adoption Agreement, such modification may
                                            be made as of such times established by the Plan Administrator in a uniform and nondiscriminatory
                                            manner. A modification that results in the amount of the Participant’s Compensation
                                            being deferred into the Plan being zero (0) will be considered a cessation of deferrals under
                                            the Plan. A Contributing Participant who desires to make such a modification will complete
                                            and deliver (either in writing or in any other form permitted by the IRS and the DOL) a new
                                            salary reduction agreement (or agreement to make Nondeductible Employee Contributions to
                                            the Plan Administrator). The Plan Administrator may prescribe such uniform and nondiscriminatory
                                            rules as it deems appropriate to carry out the terms of this Plan Section 3.01(D).



 


		E.	Automatic
                                            Contribution Arrangements and Eligible Automatic Contribution Arrangements



 


		1.	Automatic
                                            Contribution Arrangement (ACA) – Each Employee who satisfies the eligibility requirements
                                            specified in the Adoption Agreement for Elective Deferrals will be given a reasonable opportunity
                                            to enroll as a Contributing Participant. Notwithstanding the preceding, if the Adopting Employer
                                            so elected in the Adoption Agreement, the Employer will make ACA contributions as Elective
                                            Deferrals on behalf of those Employees who are eligible to participate. Unless otherwise
                                            elected in the Adoption Agreement, Elective Deferrals will be made on behalf of those Employees
                                            who are hired on or after the Effective Date and have made a timely affirmative election
                                            to defer at a rate, including zero percent, that is less than the rate selected in the Adoption
                                            Agreement. Notwithstanding anything in this Plan to the contrary, Employees may modify a
                                            salary reduction agreement to prospectively increase or decrease the amount of their Elective
                                            Deferrals upon any adoption of or changes to the ACA elections in the Adoption Agreement.
                                            The Employer will apply a uniform policy to determine whether a Participant has made a timely
                                            affirmative election. A Contributing Participant may modify a salary reduction agreement
                                            to prospectively increase or decrease the amount of their Elective Deferrals Elective Deferrals
                                            for such Employee will continue at the rate specified in the Adoption Agreement until 1)
                                            the Employee provides the Employer a salary reduction agreement (either in writing or in
                                            any other form permitted under rules promulgated by the IRS and the DOL) to the contrary,
                                            or unless 2) the Employer reduces, ceases, or suspends Elective Deferrals made on behalf
                                            of Employees so as not to exceed the limits of the Code and other rules promulgated by the
                                            IRS (e.g., Code sections 401(a)(17), 402(g), and 415 or to comply with Treasury Regulation
                                            section 1.401(k)-3(c)(v)(B)), or 3) Elective Deferrals are increased in accordance with Plan
                                            Section 3.01(E)(3). Unless otherwise elected in the Adoption Agreement or as otherwise indicated
                                            in rules promulgated by the IRS, Elective Deferrals made to the Plan pursuant to the ACA
                                            provisions will be subject to any other Plan rules otherwise applicable to Elective Deferrals.
                                            Unless otherwise elected in the Adoption Agreement, the initial default contribution rate
                                            will be three-percent and the Elective Deferrals will be pre-tax Elective Deferrals.



 


An
Employer who adopts the ACA provisions will comply with the notice requirements described in item 4 below.


 


An Employer
who adopts the ACA provisions as described in this Plan Section 3.01(E)(1) will establish uniform and nondiscriminatory procedures designed
to ensure that all Employees who are eligible to participate or Contributing Participants are provided with an effective opportunity
to make or modify their salary deferral elections. Such procedures will include, but are not limited to, the means by which notice will
be provided to each Employee or Contributing Participant of their right to complete a salary reduction agreement specifying a different
amount or percentage of Compensation (including no Compensation) to be contributed to the Plan and a reasonable period of time for completing
such a salary reduction agreement.


 


		2.	Eligible
                                            Automatic Contribution Arrangement (EACA) – Each Employee who satisfies the eligibility
                                            requirements specified in the Adoption Agreement for Elective Deferrals will be given a reasonable
                                            opportunity to enroll as a Contributing Participant. Notwithstanding the preceding, if the
                                            Adopting Employer so elected in the Adoption Agreement, the Employer will make EACA contributions
                                            as Elective Deferrals on behalf of those Employees who are eligible to participate. Unless
                                            otherwise elected in the Adoption Agreement, Elective Deferrals will be made on behalf of
                                            those Employees who are hired on or after the Effective Date and have made a timely affirmative
                                            election to defer at a rate, including zero percent, that is less than the rate selected
                                            in the Adoption Agreement. Notwithstanding anything in this Plan to the contrary, Employees
                                            may modify a salary reduction agreement to prospectively increase or decrease the amount
                                            of their Elective Deferrals upon any adoption of or changes to the EACA elections in the
                                            Adoption Agreement. The Employer will apply a uniform policy to determine whether a Participant
                                            has made a timely affirmative election. The rate selected in the Adoption Agreement must
                                            be applied uniformly except as otherwise provided in Treasury Regulation section 1.414(w)-1(b)(2)
                                            and will continue at the rate specified in the Adoption Agreement until 1) the Employee provides
                                            the Employer a salary reduction agreement (either in writing or in any other form permitted
                                            under rules promulgated by the IRS and the DOL) to the contrary, or unless 2) the Employer
                                            reduces, ceases, or suspends Elective Deferrals made on behalf of Employees so as not to
                                            exceed the limits of the Code and other rules promulgated by the IRS (e.g., Code sections
                                            401(a)(17), 402(g), and 415 or to comply with Treasury Regulation section 1.401(k)-3(c)(v)(B))
                                            or 3) Elective Deferrals are increased in accordance with Plan Section 3.01(E)(3). Unless
                                            otherwise elected in the Adoption Agreement or as otherwise indicated in rules promulgated
                                            by the IRS, Elective Deferrals made to the Plan pursuant to the EACA provisions will be subject
                                            to any other Plan rules otherwise applicable to Elective Deferrals. Unless otherwise elected
                                            in the Adoption Agreement, the initial default contribution rate will be three-percent and
                                            the Elective Deferrals will be pre-tax Elective Deferrals.



 






    
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An Employer
who adopts the EACA provisions described in this Plan Section 3.01(E)(2) will establish uniform and nondiscriminatory procedures designed
to ensure that all Employees who are eligible to participate or Contributing Participants are provided with an effective opportunity
to make and modify their salary deferral elections. Such procedures will include, but are not be limited to, the means by which notice
will be provided to each Employee or Contributing Participant of the right to complete a salary reduction agreement specifying a different
amount or percentage of Compensation (including no Compensation) to be contributed to the Plan, and a reasonable period for completing
such a salary reduction agreement.


 


An Employer
who adopts the EACA provisions will comply with the notice requirements and election period described in items 4 and 5 below.


 


An Employer
who makes EACA contributions as Elective Deferrals on behalf of those Employees who are eligible to participate and who are designated
in the Adoption Agreement, if applicable, will be deemed to have affected those Employees for purposes of the EACA notice requirements.
Participants with salary reduction agreements will be deemed to be affected for purposes of the EACA notice requirements where the Employer
makes EACA contributions as Elective Deferrals on behalf of those current Employees designated in the Adoption Agreement. As a result,
Participants with salary reduction agreements must also be provided with a notice pursuant to the EACA notice requirements described
in item 4 below.


 


		3.	Increase
                                            of Automatic Elective Deferral – If the Adopting Employer so elects in the Adoption
                                            Agreement, the Elective Deferral percentage or amount for Contributing Participants who are
                                            automatically enrolled pursuant to the ACA and EACA Plan provisions will be adjusted automatically
                                            by the Employer in the increments and time periods stated in the Adoption Agreement.



 


		4.	Notice
                                            Requirement 



 


		a.	ACA
                                            – A comprehensive notice of the Employee’s rights and obligations under the
                                            Plan, written in a manner calculated to be understood by the average Employee, will be provided
                                            to affected Participants within a reasonable period of time before the date which the ACA
                                            becomes effective and before each subsequent Plan Year pursuant to rules promulgated by the
                                            IRS or DOL.



 


		b.	EACA
                                            – A comprehensive notice of the Employee’s rights and obligations under the
                                            Plan, written in a manner calculated to be understood by the average Employee which meets
                                            the content requirements of Code section 414(w)(4) and its associated regulations and other
                                            guidance, will be provided to affected Participants within a reasonable period of time before
                                            the start of the first Plan Year in which the EACA provisions become effective and before
                                            each subsequent Plan Year. The notice will accurately describe (1) the amount of the default
                                            Elective Deferrals that will be made on the Employee’s behalf, (b) the Employee’s
                                            right to elect to have a different Elective Deferral withheld including the right to not
                                            make Elective Deferrals at all, and (c) how Elective Deferral will be invested if the Employee
                                            does not provide investment instructions. A period of 30 to 90 days before the beginning
                                            of the Plan Year is deemed to be a reasonable period. Whether a different period is reasonable
                                            will be determined based on all of the relevant facts and circumstances. If a Plan has an
                                            eligibility period of less than 30 days (e.g., immediate eligibility), the Plan can provide
                                            the notice to Participants when they become eligible. If notice cannot be provided on or
                                            before the Employee’s eligibility date, it will be deemed timely if it is provided
                                            as soon as practicable after that date and before the pay date for the payroll period in
                                            which the Employee becomes eligible. In such case, the Employee must be allowed to defer
                                            from Compensation earned beginning on the date the Employee enters the Plan.



 


Notwithstanding
the preceding, the Employer may change these notice requirements pursuant to rules promulgated by the IRS or DOL.


 


		5.	EACA
                                            Election Periods – In addition to any other election periods provided under the
                                            Plan, each Employee who is eligible to participate may make or modify a deferral election
                                            during a reasonable period of time immediately following receipt of the notice described
                                            above. Notwithstanding the preceding, the Employer may change the election periods described
                                            above pursuant to rules promulgated by the IRS or DOL.



 


		6.	Reset
                                            Rule 



 


		a.	ACA
                                            – An Employee who is rehired following a Termination of Employment will be treated
                                            as a new Employee for purposes of determining their appropriate Elective Deferral rate, regardless
                                            of their Elective Deferral rate prior to their Termination of Employment. The Employer will
                                            make ACA contributions as Elective Deferrals on behalf of the rehired Employee at the rate
                                            specified in the Adoption Agreement until the rate of such Elective Deferrals is changed
                                            in accordance with Plan Section 3.01(E)(1).



 






    
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		b.	EACA – An
                                            Employee who is rehired after a Termination of Employment and for whom no Compensation is
                                            automatically withheld and contributed to the Plan as an Elective Deferral during the Plan
                                            Year immediately preceding the Employee’s date of rehire will be treated as a new Employee
                                            upon rehire for purposes of determining the appropriate Elective Deferral rate and the availability
                                            of permissible withdrawals. An Employee who is rehired after a Termination of Employment
                                            and for whom Compensation was last automatically withheld and contributed to the Plan as
                                            an Elective Deferral during the Plan Year immediately preceding the Employee’s date
                                            of rehire will be treated as not having terminated for purposes of determining the appropriate
                                            Elective Deferral rate. In addition, any increase of the rate of EACA contributions that
                                            would have been automatically withheld had the Employee not had a Termination of Employment
                                            will be taken into account to determine the appropriate Elective Deferral rate.



 


		F.	Qualified
                                            Automatic Contribution Arrangement (QACA) – If the Adopting Employer has elected
                                            the QACA option in the Adoption Agreement, and if these QACA provisions are followed for
                                            the Plan Year, then any provisions relating to the ADP Test described in Code section 401(k)(3)
                                            or the ACP Test described in Code section 401(m)(2) will not apply. To the extent that any
                                            other provision of the Plan is inconsistent with the provisions of this Plan Section 3.01(F),
                                            the provisions of this section will apply. If the Adopting Employer so provides in the Adoption
                                            Agreement, the QACA Safe Harbor Contributions will be made to the defined contribution plan
                                            indicated in the Adoption Agreement and not to this Plan. However, even though another plan
                                            is listed in the Adoption Agreement, such contributions will be made to this Plan unless
                                            1) each Eligible Employee under this Plan is also eligible under the other plan, and 2) the
                                            other plan has the same Plan Year as this Plan. Provided the QACA notice provided by the
                                            Employer also satisfies the requirements specified in Plan Section 3.01(E)(4)(b), the Plan
                                            will be an EACA as well as a QACA.



 


		1.	Elective
                                            Deferrals – If elected in the Adoption Agreement, the Employer will make QACA contributions
                                            as Elective Deferrals to the Plan on behalf of those Eligible Employees as designated in
                                            the Adoption Agreement and in accordance with such uniform policy as the Employer may use
                                            to determine whether a Participant has made a timely affirmative election to defer at a rate,
                                            including zero percent, that is different from the rates selected for this QACA. The rates
                                            selected must be applied uniformly except as otherwise provided in Treasury Regulation section
                                            1.401(k)-3(j)(2). Unless otherwise elected in the Adoption Agreement, the initial default
                                            contribution rate will be three-percent and the Elective Deferrals will be pre-tax Elective
                                            Deferrals. Notwithstanding anything in this Plan to the contrary, Employees may modify a
                                            salary reduction agreement to prospectively increase or decrease the amount of their Elective
                                            Deferrals upon any adoption of or changes to the QACA elections in the Adoption Agreement.



 


An Employer
who adopts the QACA provisions will establish uniform and nondiscriminatory procedures designed to ensure that all Eligible Employees
or Contributing Participants are provided with an effective opportunity to make and modify their salary deferral election. Such procedures
will include, but not be limited to, the means by which the notice will be provided to each Eligible Employee or Contributing Participant
of the right to complete a salary reduction agreement specifying a different amount or percentage of Compensation (including no Compensation)
to be contributed to the Plan, and a reasonable period for completing such a salary reduction agreement.


 


An
Employer who adopts the QACA provisions will comply with the notice requirements and election period described in items (5) and (6) below.


 


		2.	QACA
                                            ADP Test Safe Harbor Contributions – Unless otherwise elected in the Adoption Agreement,
                                            in addition to the Elective Deferrals described in item 1, above, the Employer will make
                                            QACA ADP Test Safe Harbor Contributions to the Plan according to the QACA Basic Matching
                                            Contributions definition on behalf of each Eligible Employee. If the Employer makes QACA
                                            ADP Test Safe Harbor Contributions to the Plan based on Compensation earned and Elective
                                            Deferrals made during a portion of the Matching Contribution Computation Period (e.g., on
                                            a payroll basis when the Matching Contribution Computation Period is Plan Year), the Employer
                                            shall re-calculate (“true-up”) the Matching Contribution based on the Compensation
                                            earned and Elective Deferrals made over the Matching Contribution Computation Period. Such
                                            true-up amount shall be made in a uniform and non-discriminatory manner.



 


The Employer
may make QACA ADP Test Safe Harbor Contributions at the same time as it contributes Elective Deferrals or at any other time as permitted
by law and regulations. Such QACA ADP Test Safe Harbor Contributions will satisfy the ADP and ACP testing requirements of the Plan, provided
such contributions are the only Matching Contributions and nonelective contributions made to the Plan, in accordance with Code sections
401(k)(13) and 401(m)(12). QACA ADP Test Safe Harbor Contributions will be made to the designated Employees, and will be Vested according
to the vesting schedule selected by the Employer, as indicated in the Adoption Agreement. QACA Safe Harbor Nonelective Contributions
cannot be made with regard to permitted disparity rules under Code section 401(l). Notwithstanding the preceding, the Employer may reduce,
cease, or suspend Elective Deferrals made on behalf of Eligible Employees so as not to exceed the limits of Code sections 401(a) (17),
402(g), and 415, or to comply with Treasury Regulation section 1.401(k)-3(c)(6)(v)(B).


 


		3.	QACA
                                            ACP Test Safe Harbor Matching Contributions – In addition to the Elective Deferrals
                                            described in item 1, above, and the QACA ADP Test Safe Harbor Contributions described in
                                            item 2, above, the Employer will make QACA ACP Test Safe Harbor Matching Contributions, if
                                            any, indicated in the Adoption Agreement on behalf of each Eligible Employee. Such additional
                                            contributions are not required. The Employer may make QACA ACP Test Safe Harbor Matching
                                            Contributions at the same time that it contributes Elective Deferrals or at any other time
                                            as permitted by law and regulation. If the Employer makes QACA ACP Test Safe Harbor Matching
                                            Contributions to the Plan based on Compensation earned and Elective Deferrals made during
                                            a portion of the Matching Contribution Computation Period (e.g., on a payroll basis when
                                            the Matching Contribution Computation Period is Plan Year), the Employer shall re-calculate
                                            (“true-up”) the Matching Contribution based on the Compensation earned and Elective
                                            Deferrals made over the Matching Contribution Computation Period. Such true-up shall be made
                                            in a uniform and non-discriminatory manner.



 






    
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If the Employer
has elected to make ACP Test Safe Harbor Contributions only when needed to use Forfeitures timely, the ACP Test Safe Harbor Contributions
will be allocated in a manner that matches each Contributing Participant’s Elective Deferrals that do not exceed a permissible
percentage of the Contributing Participant’s Compensation for the Plan Year. If the Employer makes QACA ACP Test Safe Harbor Matching
Contributions, such contributions will satisfy the ACP safe harbor requirements of Code section 401(m)(12), provided that they do not
exceed statutory limits of Code sections 401(k)(13) and 401(m)(12) as described in the Adoption Agreement. Matching Contributions made
to the Plan that exceed the limits of Code sections 401(k)(13) and 401(m)(12) will subject the Plan to ACP testing.


 


		4.	QACA
                                            Elective Deferral Increases – Unless otherwise elected in the Adoption Agreement,
                                            QACA rate increases will not occur during the Initial Period. Unless otherwise elected in
                                            the Adoption Agreement, after the Initial Period, rate increases will occur on the first
                                            day of each Plan Year at a rate of one-percent per year until a maximum of six-percent is
                                            reached. If the Adopting Employer so elects in the Adoption Agreement, the Elective Deferral
                                            percentage or amount for Contributing Participants who are not automatically enrolled under
                                            the QACA provisions will be adjusted automatically by the Employer in the increments and
                                            time periods stated in the Adoption Agreement. In addition to the preceding, the Plan Administrator,
                                            in a uniform and nondiscriminatory manner, may establish operational procedures to enable
                                            all Contributing Participants, including those who are not automatically enrolled as Contributing
                                            Participants pursuant to the QACA provisions, to elect to have their Elective Deferrals automatically
                                            increased.



 


An Employer
who adopts the QACA Elective Deferral increase feature described in this Plan Section 3.01(F)(4) will establish uniform and nondiscriminatory
procedures designed to ensure that each Contributing Participant is provided an effective opportunity to make and modify their salary
deferral election such that QACA Elective Deferral increases will not apply to such Participant. Such procedures include, but are not
limited to, the means by which notice will be provided to each Contributing Participant of their right to complete a salary reduction
agreement discontinuing QACA Elective Deferral increases and a reasonable period of time for completing such a salary reduction agreement.


 


		5.	QACA Notice Requirement
                                            – A comprehensive notice of the Employee’s rights and obligations under the
                                            Plan, written in a manner calculated to be understood by the average Eligible Employee which
                                            meets the content requirements of Code section 401(k)(13) and its associated regulations
                                            and other guidance, will be provided to affected Participants within a reasonable period
                                            of time before the start of the first Plan Year in which the QACA provisions become effective
                                            and before each subsequent Plan Year. In addition to the requirements found in Treasury Regulation
                                            section 1.401(k)-3(d), the notice will accurately describe (1) the amount of the default
                                            Elective Deferrals that will be made on the Employee’s behalf, (b) the Employee’s
                                            right to elect to have a different Elective Deferral withheld including the right to not
                                            make Elective Deferrals at all, and (c) how Elective Deferral will be invested if the Employee
                                            does not provide investment instructions. A period of 30 to 90 days before the beginning
                                            of the Plan Year is deemed to be a reasonable period. Whether a different period is reasonable
                                            will be determined based on all of the relevant facts and circumstances. If a Plan has an
                                            eligibility period of less than 30 days (e.g., immediate eligibility), the Plan can provide
                                            the notice to Participants when they become eligible. If notice cannot be provided on or
                                            before the Employee’s eligibility date, it will be deemed timely if it is provided
                                            as soon as practicable after that date and before the pay date for the payroll period in
                                            which the Employee becomes eligible. In such case, the Employee must be allowed to defer
                                            from Compensation earned beginning on the date the Employee enters the Plan.



 


Notwithstanding
the preceding, the Employer may change these notice requirements pursuant to rules promulgated by the IRS or DOL.


 


Notwithstanding
the preceding, the Employer will also satisfy the QACA notice requirements of this Plan Section 3.01(F)(5) if the Employer provides a
contingent notice that would otherwise satisfy the requirements in the preceding paragraph except that, in lieu of specifying the amount
of QACA Safe Harbor Nonelective Contribution, the notice states that the Employer will determine during the Plan Year whether to make
a QACA Safe Harbor Nonelective Contribution. If a contingent notice is provided and the Employer decides to make a QACA Safe Harbor Nonelective
Contribution the Employer must deliver a follow-up notice to each Eligible Employee no later than 30 days (or any other reasonable period)
before the last day of the Plan Year notifying the Employee of the QACA Safe Harbor Nonelective Contribution, and must execute all necessary
Plan amendments. If an Employer fails to provide a follow-up notice, no QACA Safe Harbor Nonelective Contribution will be required, and
the Plan will not qualify as a QACA for that year. The Plan may qualify as a QACA for subsequent years if the proper notice and contribution
requirements are satisfied.


 


		6.	QACA
                                            Election Periods – In addition to any other election periods provided under the
                                            Plan, each Eligible Employee may make or modify a deferral election during a reasonable period
                                            of time immediately following receipt of the notice described above. Notwithstanding the
                                            preceding, the Employer may change the election periods described above pursuant to rules
                                            promulgated by the IRS or DOL.



 


		7.	QACA
                                            Reset Rule – An Employee who is rehired after a Termination of Employment and for
                                            whom no Compensation is automatically withheld and contributed to the Plan as an Elective
                                            Deferral during the Plan Year immediately preceding the Employee’s date of rehire will
                                            be treated as a new Employee upon rehire for purposes of determining the appropriate Elective
                                            Deferral rate and the availability of permissible withdrawals. An Employee who is rehired
                                            after a Termination of Employment and for whom Compensation was last automatically withheld
                                            and contributed to the Plan as an Elective Deferral during the Plan Year immediately preceding
                                            the Employee’s date of rehire will be treated as not having terminated for purposes
                                            of determining the appropriate Elective Deferral rate. In addition, any increase of the rate
                                            of QACA contributions that would have been automatically withheld had the Employee not had
                                            a Termination of Service will be taken into account to determine the appropriate Elective
                                            Deferral rate.



 






    
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		G.	Pre-Tax
                                            vs. Roth Elective Deferrals – If the Adopting Employer so elects in the Adoption
                                            Agreement, each Employee who enrolls as a Contributing Participant may specify whether their
                                            Elective Deferrals are to be characterized as Pre-Tax Elective Deferrals, Roth Elective Deferrals,
                                            or a specified combination. A Contributing Participant’s election will remain in effect
                                            until superseded by another election. Elective Deferrals contributed to the Plan as one type,
                                            either Roth or Pre-Tax, may not later be reclassified as the other type. A Contributing Participant’s
                                            Roth Elective Deferrals will be deposited in the Contributing Participant’s Roth Elective
                                            Deferral subaccount in the Plan. No contributions other than Roth Elective Deferrals and
                                            properly attributable earnings will be credited to each Contributing Participant’s
                                            Roth Elective Deferral account, and gains, losses, and other credits or charges will be allocated
                                            on a reasonable and consistent basis to such subaccount. Notwithstanding the preceding, Elective
                                            Deferrals made pursuant to the ACA, EACA, or QACA provisions of the Plan will be characterized
                                            as Pre-Tax Elective Deferrals unless designated as Roth Elective Deferrals in the Adoption
                                            Agreement and will not be characterized as Nondeductible Employee Contributions.



 


		H.	Catch-up
                                            Contributions – Unless elected otherwise in the Adoption Agreement, all Employees
                                            who are eligible to make Elective Deferrals under this Plan and who are age 50 or older by
                                            the end of their taxable year will be eligible to make Catch-up Contributions. Catch-up Contributions
                                            are not subject to the limits on Annual Additions under Code section 415, are not counted
                                            in the ADP test, and are not counted in determining the minimum allocation under Code section
                                            416 (but Catch-up Contributions made in prior years are counted in determining whether the
                                            Plan is top-heavy). Provisions in the Plan relating to Catch-up Contributions apply to Elective
                                            Deferrals made after 2001.



 


		I.	Elective
                                            Deferrals to a SIMPLE 401(k) Plan – Notwithstanding anything in this Plan to the
                                            contrary, if the Employer is an Eligible Employer for SIMPLE 401(k) Plans and has established
                                            a SIMPLE 401(k) Plan, each Eligible Employee may deliver (either in writing or in any other
                                            form permitted by the IRS and the DOL) a salary reduction election and have their Compensation
                                            reduced for the SIMPLE 401(k) Year in any amount selected by the Employee subject to the
                                            limitation described below. The Employer will make Elective Deferral contributions to this
                                            Plan in the amount by which the Employee’s Compensation has been reduced.



 


The total
Elective Deferrals to a SIMPLE 401(k) Plan for any Eligible Employee cannot exceed the limitation on Elective Deferrals in effect for
the SIMPLE 401(k) Year. The dollar limitation on Elective Deferrals to a SIMPLE 401(k) Plan was $11,500 for taxable years beginning in
2012. This limit is adjusted by the Secretary of the Treasury, in multiples of $500, for cost-of-living increases under Code section
408(p)(2)(E). The amount of an Eligible Employee’s Elective Deferrals permitted for a SIMPLE 401(k) Year is increased for Employees
age 50 or older by the end of the SIMPLE 401(k) Year by the amount of allowable Catch-up Contributions. The dollar limit on Catch-up
Contributions was $2,500 for taxable years beginning in 2012. The $2,500 limit is adjusted by the Secretary of the Treasury, in multiples
of $500, for the cost-of-living increases under Code section 414(v)(2)(C). Catch-up Contributions are otherwise treated the same as other
Elective Deferrals.


 


In
addition to any other election periods provided under the Plan, each Eligible Employee in a SIMPLE 401(k) Plan may make or modify a salary
reduction agreement during the 60-day period immediately preceding each January 1.


 


For
the SIMPLE 401(k) Year an Employee becomes eligible to make Elective Deferral contributions under a SIMPLE 401(k) Plan, the 60-day election
period requirement described above is deemed satisfied if the Employee may make or modify a salary reduction agreement during a 60-day
period that includes either the date the Employee becomes eligible or the day before.


 


To
the extent that any other provision of the Plan is inconsistent with the provisions of this section, the provisions of this section govern.


 


		J.	SIMPLE
                                            401(k) Notice Requirements – The Employer will notify each Eligible Employee before
                                            the 60-day election period described in Plan Section 3.01(I) that they can complete a salary
                                            reduction agreement or modify a prior salary reduction agreement during that period. The
                                            notification must indicate whether the Employer will provide the three-percent Matching Contribution
                                            or a two-percent nonelective contribution described in Plan Section 3.02.



 


		K.	Automatic
                                            Increase of Elective Deferrals for Employees Who Are Not Automatically Enrolled –
                                            If the Adopting Employer so elects in the Adoption Agreement, automatic increases of Elective
                                            Deferrals will be initiated by the Adopting Employer only for Employees specified in the
                                            Adoption Agreement who are not automatically enrolled pursuant to the ACA, EACA, or QACA
                                            Plan provisions. The Elective Deferrals will be adjusted automatically by the Employer in
                                            the increments and time periods stated in the Adoption Agreement.



 


An Employer
who adopts the automatic Elective Deferral increase feature described in this Plan Section 3.01(K) will establish uniform and nondiscriminatory
procedures designed to ensure that each Contributing Participant is provided an effective opportunity to modify their salary deferral
election such that automatic increase of Elective Deferrals will not apply to such Employee. Such procedures will include, but are not
limited to, the means by which notice will be provided to each Employee of their right to opt out of the automatic Elective Deferral
increases and a reasonable period of time for completing such procedure.


 






    
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In
addition to the preceding, the Plan Administrator may, in a uniform and nondiscriminatory manner, establish operational procedures to
enable all Contributing Participants, including those who were not automatically enrolled as Contributing Participants pursuant to the
ACA, EACA, or QACA Plan provisions, to elect to have their Elective Deferrals automatically increased.


 


		3.02	MATCHING
                                            CONTRIBUTIONS



 


The
Employer may make Matching Contributions under the Plan on behalf of Qualifying Contributing Participants if elected in the Adoption
Agreement. To be a Qualifying Contributing Participant for a Plan Year, the Participant must make Elective Deferrals (or Nondeductible
Employee Contributions, if the Employer has agreed to match such contributions) for the Plan Year and satisfy any age and eligibility
service and other requirements that are specified for Matching Contributions in the Adoption Agreement. The Employer may make Matching
Contributions at the same time as it contributes Elective Deferrals or at any other time as permitted by law and regulation. If the Employer
makes Matching Contributions to the Plan based on Compensation earned, and Elective Deferrals (or Nondeductible Employee Contributions)
made, during a portion of the Matching Contribution Computation Period (e.g., on a payroll basis when the Matching Contribution Computation
Period is Plan Year), the Employer shall re-calculate (“true-up”) the Matching Contribution based on the Compensation earned,
and Elective Deferrals (or Nondeductible Employee Contributions) made over the Matching Contribution Computation Period. Such true-up
shall be made in a uniform and non-discriminatory manner.


 


Effective
for Plan Years beginning after the first adoption of a document restated to meet the requirements under Revenue Procedure 2017-41, if
a discretionary Matching Contribution formula applies (i.e., a formula that provides an Employer with discretion regarding how to allocate
a Matching Contribution to Qualifying Contributing Participants) and the Employer makes a discretionary Matching Contribution to the
Plan, the Employer must provide the Plan Administrator (or Trustee, if applicable), written instructions describing (1) how the discretionary
Matching Contribution formula will be allocated to Qualifying Contributing Participants (e.g., a uniform percentage of Elective Deferrals
(or Nondeductible Employee Contributions) or a flat dollar amount), (2) the Matching Contribution Computation Period(s) to which the
discretionary Matching Contribution formula applies, and (3) if applicable, a description of each business location or business classification
subject to separate discretionary Matching Contribution allocation formulas. Such instructions must be provided no later than the date
on which the discretionary Matching Contribution is made to the Plan. A summary of these instructions must be communicated to Qualifying
Contributing Participants no later than 60 days following the date on which the last discretionary Matching Contribution is made to the
Plan for a Plan Year.


 


For Plan Years
beginning in 2006 (or such earlier date on which the final regulations under Treasury Regulation section 1.401(k) and 1.401(m) became
effective), Matching Contributions with respect to a non-Highly Compensated Employee taken into account under the Actual Contribution
Percentage (ACP) test cannot exceed the greatest of 1) five-percent of Compensation, 2) the amount of the Qualifying Contributing Participant’s
Elective Deferrals, and 3) the product of two times the plan’s representative matching rate and the Qualifying Contributing Participant’s
Elective Deferrals for a year. The “representative matching rate,” for this purpose, is the lowest matching rate for any
eligible non-Highly Compensated Employee among a group of eligible non-Highly Compensated Employees that consists of one-half of all
non-Highly Compensated Employees for the Plan Year who make Elective Deferrals for the Plan Year (or if greater, the lowest matching
rate for all eligible non-Highly Compensated Employees in the Plan who are employed by the Employer on the last day of the Plan Year
and who make Elective Deferrals for the Plan Year). The “matching rate” is generally the Matching Contribution made for a
Qualifying Contributing Participant, divided by their Elective Deferrals for the year. If the matching rate is not the same for all levels
of Elective Deferrals, the matching rate is determined assuming that a Qualifying Contributing Participant’s Elective Deferrals
are equal to six-percent of Compensation.


 


Notwithstanding
the preceding, if an Eligible Employer has established a SIMPLE 401(k) Plan, the Employer will contribute a Matching Contribution to
the Plan on behalf of each Employee who makes an Elective Deferral contribution as set forth in Plan Section 3.01(I). The amount of the
Matching Contribution will be equal to the Employee’s Elective Deferral contribution up to a limit of three percent of the Employee’s
Compensation for the entire SIMPLE 401(k) Year. For any year, instead of a Matching Contribution to a SIMPLE 401(k) Plan, however, the
Employer may elect to contribute a nonelective contribution of two-percent of Compensation for the full SIMPLE 401(k) Year for each Eligible
Employee who received at least $5,000 of Compensation (or such lesser amount as elected by the Employer in the Adoption Agreement) for
the SIMPLE 401(k) Year.


 


		3.03	SAFE
                                            HARBOR CODA



 


If the Employer
has elected the Safe Harbor CODA option in the adoption Agreement, the provisions of this section shall apply for the Plan Year and any
provisions relating to the ADP test described in Code section 401(k)(3) or the ACP test described in Code section 401(m)(2) do not apply.
To the extent that any other provision of the Plan is inconsistent with the provisions of this Plan Section 3.03, the provisions of this
Section 3.03 will apply. If the Adopting Employer so provides in the Adoption Agreement, the Safe Harbor Contributions will be made to
the defined contribution plan indicated in the Adoption Agreement and not to this Plan. However, even though another plan is listed in
the Adoption Agreement, such contributions will be made to this Plan unless 1) each Eligible Employee under this Plan is also eligible
under the other plan, and 2) the other plan has the same Plan Year as this Plan.


 


An
Employer who adopts the Safe Harbor CODA provisions will comply with the notice requirements and election period described in items Plan
Sections 3.03(C) and (D) below.


 






    
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In
accordance with Treasury Regulation sections 1.401(k)-1(e)(7) and 1.401(m)-1(c)(2), it is impermissible for the Employer to use ADP and
ACP testing for a Plan Year in which it is intended for the Plan to be a Code section 401(k) safe harbor plan and Code section 401(m)
safe harbor plan through its written terms, and the Employer fails to satisfy the requirements of such safe harbors for the Plan Year.


 


		A.	ADP
                                            Test Safe Harbor Contributions – Unless such contributions are otherwise limited
                                            in the Adoption Agreement, the Employer will make the ADP Test Safe Harbor Contributions,
                                            if any, indicated in the Adoption Agreement on behalf of each Eligible Employee. The Employer
                                            may make ADP Test Safe Harbor Contributions at the same time as it contributes Elective Deferrals
                                            or at any other time as permitted by law and regulation. If the Employer makes ADP Test Safe
                                            Harbor Contributions to the Plan based on Compensation earned and Elective Deferrals made
                                            during a portion of the Matching Contribution Computation Period (e.g., on a payroll basis
                                            when the Matching Contribution Computation Period is Plan Year), the Employer shall re-calculate
                                            (“true-up”) the Matching Contribution based on the Compensation earned and Elective
                                            Deferrals made over the Matching Contribution Computation Period. Such true-up shall be made
                                            in a uniform and non-discriminatory manner.



 


In
addition, such contributions cannot be made with regard to permitted disparity rules under Code section 401(l).


 


		B.	ACP
                                            Test Safe Harbor Matching Contributions – In addition to the ADP Test Safe Harbor
                                            Contributions described in the Definition Section of the Plan, the Employer will make the
                                            ACP Test Safe Harbor Matching Contributions, if any, indicated in the Adoption Agreement
                                            on behalf of each Eligible Employee for the Plan Year. The Employer may make ACP Test Safe
                                            Harbor Contributions at the same time as it contributes Elective Deferrals or at any other
                                            time as permitted by law and regulation. If the Employer makes ACP Test Safe Harbor Matching
                                            Contributions to the Plan based on Compensation earned and Elective Deferrals made during
                                            a portion of the Matching Contribution Computation Period (e.g., on a payroll basis when
                                            the Matching Contribution Computation Period is Plan Year), the Employer shall re-calculate
                                            (“true-up”) the Matching Contribution based on the Compensation earned and Elective
                                            Deferrals made over the Matching Contribution Computation Period. Such true-up shall be made
                                            in a uniform and non-discriminatory manner.



 


If the Employer
has elected to make ACP Test Safe Harbor Contributions only when needed to use Forfeitures timely, the ACP Test Safe Harbor Contributions
will be allocated in a manner that matches each Contributing Participant’s Elective Deferrals that do not exceed a permissible
percentage of the Contributing Participant’s Compensation for the Plan Year. If the Employer makes ACP Test Safe Harbor Matching
Contributions, such contributions will satisfy the ACP safe harbor requirements of Code section 401(m)(11), provided that they do not
exceed statutory limits of Code sections 401(k)(12) and 401(m)(11) as described in the Adoption Agreement. Matching Contributions made
to the Plan that exceed the limits of Code sections 401(k)(12) and 401(m)(11) will subject the Plan to ACP testing.


 


		C.	Notice
                                            Requirement – At least 30 days, but not more than 90 days, or any other reasonable
                                            period before the beginning of the Plan Year (or such other times if permitted by the IRS),
                                            the Employer will provide each Eligible Employee with a comprehensive notice of the Employee’s
                                            rights and obligations under the Plan, written in a manner calculated to be understood by
                                            the average Eligible Employee. If an Employee becomes eligible after the 90th day before
                                            the beginning of the Plan Year and does not receive the notice for that reason, the notice
                                            must be provided no more than 90 days before the Employee becomes eligible but not later
                                            than the date the Employee becomes eligible. Notwithstanding the preceding, the Employer
                                            may change this notice requirement pursuant to rules promulgated by the IRS.



 


Notwithstanding
the preceding, the Employer will also satisfy the notice requirements of this Plan Section 3.03(C) if the Employer provides a contingent
notice that would otherwise satisfy the requirements in the preceding paragraph, except that in lieu of specifying the amount of the
ADP Test Safe Harbor Contribution, the notice states that the Employer will determine during the Plan Year whether to make a Safe Harbor
Nonelective Contribution. If a contingent notice is provided and the Employer decides to make a Safe Harbor Nonelective Contribution,
the Employer must deliver a follow-up notice to each Eligible Employee no later than 30 days (or any other reasonable period) before
the last day of the Plan Year notifying them of the Safe Harbor Nonelective Contribution and must execute all necessary Plan amendments.
If an Employer fails to provide a follow-up notice, no Safe Harbor Nonelective Contribution will be required, and the Plan will not qualify
as a Safe Harbor CODA for that year. The Plan may qualify as a Safe Harbor CODA for subsequent years if the proper notice and contribution
requirements are satisfied.


 


		D.	Election
                                            Periods – In addition to any other election periods provided under the Plan, each
                                            Eligible Employee may make or modify a deferral election during the 30-day period immediately
                                            following receipt of the notice described in Plan Section 3.03(C) above. Notwithstanding
                                            the preceding, the Employer may change the election periods described above pursuant to rules
                                            promulgated by the IRS.



 


		3.04	EMPLOYER
                                            CONTRIBUTIONS



 


		A.	Obligation
                                            to Contribute – Except as otherwise elected in the Adoption Agreement, the Employer
                                            may contribute an amount to be determined from year to year. Unless otherwise elected in
                                            the Adoption Agreement, if this Plan is a profit sharing plan, the Employer may, in its sole
                                            discretion, make contributions without regard to current or accumulated earnings or profits.



 


		B.	Allocation
                                            Formula and the Right to Share in the Employer Contribution



 






    
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		1.	General
                                            – Unless otherwise elected in the Adoption Agreement, Employer Profit Sharing Contributions
                                            will be allocated to all Qualifying Participants using a pro rata allocation formula. Under
                                            the pro rata allocation formula, Employer Profit Sharing Contributions will be allocated
                                            to the Individual Accounts of Qualifying Participants in the ratio that each Qualifying Participant’s
                                            Compensation for the Plan Year bears to the total Compensation of all Qualifying Participants
                                            for the Plan Year. The Employer Contribution for any Plan Year will be deemed allocated to
                                            each Participant’s Individual Account as of the last day of that Plan Year.



 


Notwithstanding
the preceding, Employer Profit Sharing Contributions and Employer Money Purchase Pension Contributions will be allocated to the Plan
on behalf of each Participant who has incurred a Disability and who is a non-Highly Compensated Employee if so specified in the Adoption
Agreement and without regard to any allocation conditions. Compensation for such contributions will be the greater of the Participant’s
actual Compensation during the Plan Year or the Compensation the Participant would have received if the Participant had been paid at
the rate of Compensation paid immediately before becoming disabled. Contributions made with respect to amounts treated as Compensation
will be fully Vested when allocated to the Participant, and will be made on behalf of the disabled Participant until the Participant
incurs a Termination of Employment.


 


Any
Employer Contribution for a Plan Year must satisfy Code section 401(a)(4) and the corresponding Treasury Regulations for such Plan Year.


 


		2.	Special
                                            Rules for Integrated Plans –



 


		a.	Excess
                                            Integrated Allocation Formula – If the Adopting Employer has selected the excess
                                            integrated allocation formula in the Adoption Agreement, subject to the overall permitted
                                            disparity limits, Employer Profit Sharing Contributions will be allocated as follows (the
                                            Employer may start with Step 3 if this Plan is not top-heavy or if the Plan is top-heavy
                                            but has already satisfied the top-heavy contribution requirements).



 


		Step
                                            1.	Employer
                                            Profit Sharing Contributions will first be allocated pro rata to Qualifying Participants
                                            in the manner described in Plan Section 3.04(B)(1). The percent so allocated under Step 1
                                            will not exceed three-percent of each Qualifying Participant’s Compensation.



 


		Step 2.	Any Employer Profit
Sharing Contributions remaining after the allocation in Step 1 will be allocated to each Qualifying Participant’s Individual Account
in the ratio that each Qualifying Participant’s Compensation for the Plan Year in excess of the integration level bears to all
Qualifying Participants’ Compensation in excess of the integration level, but not in excess of three-percent of each Qualifying
Participant’s Compensation. For purposes of this Step 2, in the case of any Qualifying Participant who has exceeded the cumulative
permitted disparity limit described below, such Qualifying Participant’s total compensation for the Plan Year will be taken into
account.



 


		Step 3.	Any Employer Profit
Sharing Contributions remaining after the allocation in Step 2 will be allocated to each Qualifying Participant’s Individual Account
in the ratio that the sum of each Qualifying Participant’s total Compensation and Compensation in excess of the integration level
bears to the sum of all Qualifying Participants’ total Compensation and Compensation in excess of the integration level, but not
in excess of the applicable profit sharing maximum disparity rate as described below. For purposes of this Step 3, in the case of any
Qualifying Participant who has exceeded the cumulative permitted disparity limit described below, two times such Qualifying Participant’s
total compensation for the Plan Year will be taken into account.



 


		Step 4.	Any Employer Profit
Sharing Contributions remaining after the allocation in Step 3 will be allocated pro rata to Qualifying Participants in the manner described
in Plan Section 3.04(B)(1).



 


		b.	Base
                                            Integrated Allocation Formula – If the Adopting Employer has selected the base
                                            integrated allocation formula in the Adoption Agreement, subject to the overall permitted
                                            disparity limits, Employer Profit Sharing Contributions will be allocated as follows. The
                                            base integrated allocation formula is not available for years in which the Plan is top-heavy.
                                            During a Plan Year in which the Plan is top-heavy, the excess integrated allocation formula
                                            must be used. No amendment of the Plan is required to move between the base and excess integration
                                            formulas merely on account of the Plan’s change in top-heavy status.



 


		Step 1.	Employer Profit
Sharing Contributions will first be allocated to each Qualifying Participant’s Individual Account in the ratio that the sum of
each Qualifying Participant’s total Compensation and Compensation in excess of the integration level bears to the sum of all Qualifying
Participants’ total Compensation and Compensation in excess of the integration level, but not in excess of the non-top-heavy profit
sharing maximum disparity rate as described below.



 


		Step 2.	Any Employer Profit
Sharing Contributions remaining after the allocation in Step 1 will be allocated pro rata to Qualifying Participants in the manner described
in Plan Section 3.04(B)(1).



 






    
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		c.	Maximum
                                            Disparity Rate – If the Adopting Employer has selected the integrated contribution
                                            or allocation formula in the Adoption Agreement, the integration level will be defined in
                                            the Adoption Agreement. If the Adopting Employer has selected the integrated contribution
                                            or allocation formula and no integration level is selected in the Adoption Agreement, the
                                            Taxable Wage Base will be the integration level. The maximum disparity rate will be determined
                                            in accordance with the following table.



 


	 	 	MAXIMUM
    DISPARITY RATE	 
	 	 	Money	 	 	Top-Heavy	 	 	 	 
	Integration Level	 	Purchase	 	 	Profit
    Sharing	 	 	Non-Top-Heavy
    Profit Sharing	 
	Taxable Wage Base
    (TWB)	 	 	5.7	%	 	 	2.7	%	 	 	5.7	%
	More than $0 but not more than
    20 percent of TWB	 	 	5.7	%	 	 	2.7	%	 	 	5.7	%
	More than 20 percent of TWB
    but not more than 80 percent of TWB	 	 	4.3	%	 	 	1.3	%	 	 	4.3	%
	More than 80 percent of TWB
    but less than TWB	 	 	5.4	%	 	 	2.4	%	 	 	5.4	%



 


		d.	Annual overall permitted
                                            disparity limit – Notwithstanding the preceding paragraphs, for any Plan Year in
                                            which this Plan benefits any Participant who also benefits under another qualified plan or
                                            simplified employee pension, as defined in Code section 408(k), that is maintained by the
                                            Employer and that provides for permitted disparity (or imputes disparity), any Employer Profit
                                            Sharing Contributions and forfeitures will be allocated to the account of each Qualifying
                                            Participant (except that Forfeitures will be allocated to all Participants if specified by
                                            the Adopting Employer in the Adoption Agreement) in the ratio that such Qualifying Participant’s
                                            total Compensation bears to the total Compensation of all Qualifying Participants. If this
                                            Plan is a money purchase pension plan, Employer Money Purchase Pension Contributions will
                                            be made to the account of each Qualifying Participant in an amount equal to the excess contribution
                                            percentage multiplied by the Participant’s total Compensation.



 


		e.	Cumulative
                                            permitted disparity limit – The cumulative permitted disparity limit for a Participant
                                            is 35 total cumulative permitted disparity years. Total cumulative permitted years means
                                            the number of years credited to the Participant for allocation or accrual purposes under
                                            this Plan, or any other qualified plan or simplified employee pension plan (whether or not
                                            terminated) ever maintained by the Employer. For purposes of determining the Participant’s
                                            cumulative permitted disparity limit, all years ending in the same calendar year are treated
                                            as the same year. If the Participant has not benefited under a defined benefit or target
                                            benefit plan for any year beginning on or after January 1, 1994, the Participant has no cumulative
                                            disparity limit.



 


Compensation
will mean compensation as defined in the Definition section of the Plan, without regard to any exclusions selected in Adoption Agreement
Section Six.


 


		3.	Employer
                                            Prevailing Wage Contributions – If the Employer so elects in the Adoption Agreement,
                                            Employer Prevailing Wage Contributions will be allocated to Participants with employment
                                            covered under a government contract. Unless otherwise elected in the Adoption Agreement,
                                            all Participants who are covered under a government contract will be eligible to receive
                                            Employer Prevailing Wage Contributions and such Employer Prevailing Wage Contributions will
                                            offset any other Employer Profit Sharing Contributions or Employer Money Purchase Pension
                                            Plan Contributions to which the Participants may be entitled to for the Plan Year in which
                                            the Employer Prevailing Wage Contribution is made. There will be no eligibility requirements
                                            and entry will be immediate for Employer Prevailing Wage Contributions. For each Hour of
                                            Service of covered employment under a government contract, the Employer will contribute to
                                            the Plan such amounts for each Participant as determined by the hourly rate designated for
                                            each Participant’s work classification on the wage determination sheet, or part thereof,
                                            as determined by the Employer pursuant to the terms of the contracts to which the Employer
                                            is a party and that are subject to the provisions of any federal, state, or municipal prevailing
                                            wage law to which the Employer is a party.



 


For
all purposes under the Plan other than eligibility, contribution, allocation, and vesting determinations (e.g., testing and distribution
eligibility), Employer Prevailing Wage Contributions will be designated as follows.


 


		i.	If
                                            the Plan is a money purchase pension plan, Employer Prevailing Wage Contributions will be
                                            designated as Employer Money Purchase Pension Plan Contributions.



 


		ii.	If
                                            the Plan is a profit sharing plan, Employer Prevailing Wage Contributions will be designated
                                            as Employer Profit Sharing Contributions.



 


		iii.	Unless
                                            otherwise elected in the Adoption Agreement, if the Plan is a 401(k) profit sharing plan,
                                            Employer Prevailing Wage Contributions will be designated as Qualified Nonelective Contributions.



 






    
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		4.	Minimum Coverage Test –
                                            Notwithstanding anything in the Plan to the contrary, the Adopting Employer may use either
                                            the ratio percentage test (and the correction option described below, if applicable) or the
                                            average benefits test to satisfy the minimum coverage requirements. This paragraph may apply
                                            for any Plan Year that the Plan fails to satisfy the ratio percentage test described in Code
                                            section 410(b)(1) as of the last day of any such Plan Year. The ratio percentage test is
                                            satisfied if, on the last day of the Plan Year, taking into account all Employees, or former
                                            Employees who were employed by the Employer on any day during the Plan Year, either the Plan
                                            benefits at least 70 percent of Employees who are not Highly Compensated Employees or the
                                            Plan benefits a percentage of Employees who are not Highly Compensated Employees that is
                                            at least 70 percent of the percentage of Highly Compensated Employees benefiting under the
                                            Plan. A Participant is treated as benefiting under the Plan for any Plan Year during which
                                            the Participant received or is deemed to receive an allocation in accordance with Code section
                                            1.410(b)-3(a). If the Plan fails the ratio percentage test, the Employer Contribution for
                                            the Plan Year may be allocated to an individual Participant, and any similarly situated Participants
                                            to the extent necessary, within each of the classes set forth in (i) through (iii) below,
                                            in order of priority, until the Plan satisfies the minimum coverage test. For example, if
                                            the Employer Contribution is allocated to all individuals in the first class of Participants
                                            and the Plan still fails, the Employer Contribution will be allocated to an individual Participant
                                            and any other similarly situated Participants in the second class of Participants set forth
                                            below. If the Employer Contribution is allocated to all individuals in the second class of
                                            Participants and the Plan still fails, the Employer Contribution will then be allocated to
                                            an individual Participant and any other similarly situated Participants in the third class
                                            of Participants set forth below. The classes of Participants to be included are as follows:



 


		i.	Each
                                            Participant who is still employed on the last day of the Plan Year starting with the Participant
                                            who has completed either the highest number of Hours of Service during the Plan Year, if
                                            the Hours of Service method of determining service is used; or the highest number of days
                                            worked during the Plan Year, if the Elapsed Time method of determining service is used;



 


		ii.	Each
                                            Participant who is not employed on the last day of the Plan Year because the Participant
                                            has died, incurred a Disability, or attained Normal Retirement Age;



 


		iii.	Each
                                            Participant who is not employed on the last day of the Plan Year starting with the Participant
                                            who has completed either the highest number of Hours of Service during the Plan Year, if
                                            the Hours of Service method of determining service is used; or the highest number of days
                                            worked during the Plan Year, if the Elapsed Time method of determining service is used.



 


If the minimum
coverage test is performed after any Employer Contribution has been allocated and the Plan fails the minimum coverage test, the Employer
will make an additional contribution to the Plan on behalf of an individual Participant and all similarly situated Participants to the
extent necessary to satisfy testing that are entitled thereto pursuant to the classes of Participant in (i) through (iii) above. The
amount of the contribution for such Participants will be determined pursuant to the Plan’s allocation formula.


 


		5.	Special
                                            Rule for Owner-Employees – If this Plan provides contributions or benefits for
                                            one or more Owner-Employees, contributions on behalf of any Owner-Employee may be made only
                                            with respect to the Earned Income of such Owner-Employee.



 


		6.	Age-Weighted
                                            Allocation Formula – If the age-weighted allocation formula is elected in the Adoption
                                            Agreement, the total Employer Profit Sharing Contribution will be allocated to each Qualifying
                                            Participant such that the equivalent benefit accrual rate for each Qualifying Participant
                                            is identical. The equivalent benefit accrual rate is the annual annuity commencing at the
                                            Qualifying Participant’s testing age, expressed as a percentage of the Qualifying Participant’s
                                            Compensation, which is provided from the allocation of Employer Profit Sharing Contributions
                                            and Forfeitures for the Plan Year, using standardized actuarial assumptions that satisfy
                                            Treasury Regulation section 1.401(a)(4)-12. The Qualifying Participant’s testing age
                                            is the later of Normal Retirement Age or the Qualifying Participant’s current age.



 


		a.	Unless
                                            otherwise elected in the Adoption Agreement, if the age-weighted allocation method is selected,
                                            Employer Profit Sharing Contributions will be allocated to the Individual Accounts of Qualifying
                                            Participants in the manner described below.



 


		Step
                                                                          1.	Determine
                                            each Qualifying Participant’s number of points based upon the following formula:
	 	 	 
	 	 	Points
                                            = .01 x Compensation x allocation factor derived from the allocation factor tables set forth
                                            in Adoption Agreement Section 10.
	 	 	 
	 	 	The
                                            pre-retirement and post-retirement interest rate used to calculate the annual Employer Profit
                                            Sharing Contribution will be eight and one-half percent.



 






    
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		Step 2.	Determine each Qualifying
Participant’s allocation using the following formula:



 


	 	 	Allocation
                                            =	Points
    of Qualifying Participant	x	Employer Profit Sharing
    Contribution
	 	 	 	  Total
    Points of all Qualifying Participants	 	 



 


		Step
                                                                          3.	If the Plan has
a uniform points allocation for Employer Profit Sharing Contributions, make any reallocations necessary to satisfy the safe harbor formula.



 


		b.	If
                                            the age-weighted formula for allocations and the safe harbor requirements of Treasury Regulation
                                            section 1.401(a)(4)-2(b)(3) are selected in the Adoption Agreement, then, to the extent necessary,
                                            the following steps will be taken.



 


		i.	Identify
                                            the Employees of the Employer who are not Highly Compensated Employees of such Employer who
                                            participate in the Plan, and determine the average allocation rate for such group of Employees.



 


		ii.	Identify
                                            the Employees of the Employer who are Highly Compensated Employees of such Employer who participate
                                            in the Plan, and determine the average allocation rate for such group of Employees.



 


		iii.	As
                                            of the date of allocation, determine that amount by which the average allocation rate for
                                            the group of Participants who are not Highly Compensated Employees is less than the average
                                            allocation rate of the group of the Participants who are Highly Compensated Employees.



 


		iv.	Lower the aggregate
                                            allocation to all of the Highly Compensated Employees by the amount necessary to cause the
                                            average allocation rate of the Participants who are not Highly Compensated Employees (as
                                            determined after including the amount by which the Highly Compensated Employees’ allocation
                                            is lowered and that is subsequently allocated to the Participants who are not Highly Compensated
                                            Employees) to equal the average allocation rate of the Participants who are Highly Compensated
                                            Employees (as determined after the Highly Compensated Employees’ allocation has been
                                            lowered).



 


		v.	Reallocate
                                            the aggregate amount of the contributions after the reduction in (iv) above to the Participants
                                            who are Highly Compensated Employees using the allocation formula in the Adoption Agreement;
                                            provided that for purposes of this allocation, “Qualifying Participants” will
                                            mean only those Participants who are Highly Compensated Employees and “Employer Profit
                                            Sharing Contributions” will mean only those contributions allocated to Participants
                                            who are Highly Compensated Employees.



 


		vi.	Reallocate
                                            the aggregate amount of the contributions after the increase in (iv) above to the Participants
                                            who are not Highly Compensated Employees using the allocation formula in the Adoption Agreement;
                                            provided that for purposes of this allocation, “Qualifying Participants” will
                                            mean only those Participants who are not Highly Compensated Employees and “Employer
                                            Profit Sharing Contributions” will mean only those contributions allocated to Participants
                                            who are not Highly Compensated Employees.



 


		c.	If
                                            the age-weighted formula for allocations and the general test requirements of Treasury Regulation
                                            section 1.401(a)(4)-2(c) are selected in the Adoption Agreement, then, to the extent necessary,
                                            the following steps will be taken for each rate group of the Employer that fails to satisfy
                                            the rules of that section.



 


		i.	Identify
                                            the Employees of the Employer who are not Highly Compensated Employees of such Employer who
                                            participate in the Plan and who are not part of the applicable rate group because their allocation
                                            rates are too low, and arrange them in order of their allocation rates from the highest to
                                            the lowest.



 


		ii.	Identify
                                            the Highly Compensated Employees who participate in the Plan and are in the rate group and
                                            arrange them in order of their allocation rates from the highest to the lowest.



 


		iii.	As
                                            of the date of allocation, lower the allocation of the Highly Compensated Employee with the
                                            highest allocation rate determined in (ii) above. The reduction will equal the amount that
                                            when added to the Individual Account of the individual in (i) above who has the highest allocation
                                            rate will cause that rate to be increased to equal that of the Highly Compensated Employee
                                            with respect to whom the rate group is constructed. As of the date of allocation, that reduction
                                            will be added to such individual’s Individual Account.



 


		iv.	Repeat
                                            (iii) above with respect to the individual in (i) above who has the next highest equivalent
                                            accrual rate, and continue that process with the other individuals described in (i) above
                                            in the order of their allocation rates from the highest to the lowest until such rules are
                                            satisfied for the rate group. If the allocation rate of a Highly Compensated Employee is
                                            lowered under (iii) above or this clause (iv) to the point where it is equal to that of one
                                            or more other Highly Compensated Employees in the rate group, then any further reductions
in allocations will be apportioned between the former and latter Highly Compensated Employees in a manner that causes their allocation
rates to be reduced by the same amount.



 






    
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		7.	New
                                            Comparability Formulas 



 


		a.	Allocation
                                            Group Formulas – If the Adopting Employer has selected the individual allocation
                                            group formula in the Adoption Agreement, each Qualifying Participant will constitute a separate
                                            allocation group for purposes of allocating Employer Profit Sharing Contributions. If the
                                            Adopting Employer has selected the pre-determined allocation group formula in the Adoption
                                            Agreement Qualifying Participants will be divided into the groups specified in the Adoption
                                            Agreement.



 


The
Employer Profit Sharing Contribution will be allocated as follows:


 


		i.	The
                                            total amount of Employer Profit Sharing Contributions is allocated among the deemed aggregated
                                            allocation groups in portions determined by the Employer. A deemed aggregated allocation
                                            group consists of all of the separate allocation groups that have the same allocation rate.



 


		ii.	Within
                                            each deemed aggregated allocation group, the allocated portion is allocated to each Qualifying
                                            Participant in the ratio that such Qualifying Participant’s Compensation bears to the
                                            total Compensation of all Qualifying Participants in the deemed allocation group unless otherwise
                                            elected in the Adoption Agreement.



 


The number
of eligible non-Highly Compensated Employees to which a particular allocation rate applies must reflect a reasonable classification of
Employees. An allocation rate is the amount of Employer Profit Sharing Contributions allocated to a Qualifying Participant for a Plan
Year, expressed as a percentage of Compensation.


 


The
Employer must provide the Plan Administrator or Trustee, if applicable, written instructions describing the portion of the Employer Profit
Sharing Contribution to be allocated to each allocation group. The instructions must be provided no later than the Employer’s tax
return due date, including extensions, for the tax year that includes the end of the Plan Year for which the allocation is made.


 


If the Adopting
Employer has chosen pre-determined allocation groups in the Adoption Agreement, the allocation group to which each Qualifying Participant
belongs will be determined on a date or dates determined by the Plan Administrator in a uniform and nondiscriminatory manner. A Qualifying
Participant is not required to be included in more than one allocation group for a Plan Year. In the event that a Qualifying Participant
is included in more than one allocation group, the Qualifying Participant’s share of the Employer Profit Sharing Contribution allocated
to each group will be based on the Qualifying Participant’s Compensation for the part of the Plan Year the Participant was in the
group.


 


If a new comparability
allocation group formula is selected in the Adoption Agreement, the pre-retirement and post-retirement interest rate assumption will
be eight and a half percent and the mortality table will be the UP-1984 Mortality Table. In addition, unless otherwise specified in the
Adoption Agreement the following provisions will apply.


 


Individual
Allocation Groups – Each Qualifying Participant will constitute a separate allocation group.


 


Pro Rata
Formula – If an allocation group formula is selected, Employer Profit Sharing Contributions will be allocated in the ratio
that each Qualifying Participant’s Compensation for the Plan Year bears to the total Compensation of all Qualifying Participants
in the applicable allocation group for the Plan Year. The amounts so allocated will satisfy the minimum allocation gateway requirements
set forth in the Plan and will not exceed the limits imposed by Code section 415.


 


Minimum
Allocation Gateway – The Plan will satisfy the minimum allocation gateway by reallocating preliminary contributions or hypothetical
contributions made to Highly Compensated Employees to non-Highly Compensated Employees so that the allocation to each non-Highly Compensated
Employee equals the lesser of 1) the amount determined by reallocating contributions allocated to Highly Compensated Employees to non-Highly
Compensated Employees so that the allocation to each non-Highly Compensated Employee equals at least one-third of the allocation rate
of the highest compensated Highly Compensated Employee with the highest allocation rate in the manner as described in Plan Section 3.04(B)(10)(b)
or 2) the amount determined by reallocating contributions allocated to Highly Compensated Employees to non-Highly Compensated Employees
so that the allocation to each non-Highly Compensated Employee equals at least five percent of the non-Highly Compensated Employee’s
Compensation (if the definition of Compensation is not within the meaning of Compensation as described in Part A of the definition of
Compensation in the Plan’s Definition section, a definition which is within the meaning of Compensation as described in Part A
of the definition of Compensation in the Plan’s Definition section will apply) in the manner as described in Plan Section 3.04(B)(10)(c).


 






    
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		b.	Age
                                            and/or Service Weighted Formula – If the Employer has selected the age and/or service
                                            weighted allocation method in the Adoption Agreement the allocation will be made based on
                                            the formula specified in the Adoption Agreement.



 


A Qualifying
Participant will not be considered to have accrued an Employer Profit Sharing Contribution until the allocation meets the requirements
under Code section 401(a)(4) and its associated regulations. If a new comparability allocation formula is elected in the Adoption Agreement,
the allocation may satisfy the general test of Treasury Regulation section 1.401(a)(4)-2 either on a benefits or a contribution basis.


 


		8.	Minimum Allocation Requirements
                                            for Employer Profit Sharing Contributions Tested on a Benefits Basis – The Employer
                                            may, at its discretion, choose to test the allocation of Employer Profit Sharing Contributions
                                            elected in the Adoption Agreement using the general test of Treasury Regulation section 1.401(a)(4)-2
                                            on either a benefits or a contribution basis. An Adopting Employer that tests an Employer
                                            Profit Sharing Contribution on a benefits basis must satisfy the allocation requirements
                                            in one of items a, b, or c below. Unless otherwise elected in the Adoption Agreement, for
                                            the purposes of the preceding sentence, an Adopting Employer must satisfy the allocation
                                            requirements in item (c) so that the allocation to each non-Highly Compensated Employee equals
                                            the lesser of the amounts described in items (c)(i) and (c)(ii) below.



 


		a.	Broadly
                                            Available Allocation Rates – The Plan must provide an allocation that uses broadly
                                            available allocation rates. The Plan will have broadly available allocation rates for the
                                            Plan Year if each allocation rate under the Plan is currently available during the Plan Year
                                            to a group of Employees that satisfies the requirements under Code section 410(b) (without
                                            regard to the average benefit percentage test of Treasury Regulation section 1.410(b)-5)
                                            and as otherwise specified in Treasury Regulation section 1.401(a)(4)-8(b)(1)(iii).



 


		b.	Gradually
                                            Increasing Allocation Formula – The Plan must provide an allocation based on the
                                            age and/or service allocation formula in the Adoption Agreement that satisfies the requirements
                                            to be gradually increasing age and/or service formula under Treasury Regulation section 1.401(a)(4)-8(b)(1)(iv).



 


		c.	Minimum
                                            Allocation Gateway – The Plan must provide a benefit under the allocation method
                                            selected in the Adoption Agreement that satisfies one of the following minimum allocation
                                            gateway tests by making the appropriate selections in the Adoption Agreement, if applicable.



 


The Plan satisfies
a minimum allocation gateway for a plan that is not a combination of permissively aggregated defined contribution and defined benefit
plans if it otherwise satisfies Treasury Regulation section 1.401(a)(4)-8(b)(1)(vi). The Plan will satisfy such gateway if it meets one
of the two following formulas.


 


		i.	One-Third
                                            Approach – Each non-Highly Compensated Employee who is eligible to participate
                                            has an allocation rate that is at least one-third of the allocation rate of the Highly Compensated
                                            Employee with the highest allocation rate. For purposes of determining this allocation rate,
                                            such allocation rate will equal the quotient of the Employer Profit Sharing Contribution
                                            allocated to a Participant divided by the Participant’s Compensation.



 


If a selection
is made in the Adoption Agreement to satisfy a minimum allocation gateway and to reallocate hypothetical contributions from Highly Compensated
Employees to non-Highly Compensated Employees in order to provide each non-Highly Compensated Employee with an allocation rate that is
equal to at least one-third of the allocation rate of the Highly Compensated Employee with the highest allocation rate, then, to the
extent necessary, the following steps will be taken.


 


		A.	Identify
                                            the Employees of the Employer who participate in the Plan who are non-Highly Compensated
                                            Employees of such Employer and arrange them in order of their allocation rates from the highest
                                            to the lowest.



 


		B.	Identify
                                            the Highly Compensated Employees of the Employer who participate in the Plan and arrange
                                            them in order of their allocation rates from the highest to the lowest.



 


		C.	As
                                            of the date of allocation, lower the allocation to the Highly Compensated Employee with the
                                            highest allocation rate determined in (B) above. The reduction will equal the lesser of 1)
                                            the amount necessary so that the non-Highly Compensated Employee with the lowest allocation
                                            rate receives an allocation equal to one-third of the allocation rate of the Highly Compensated
                                            Employee with the highest allocation rate, or 2) the amount which would cause such Highly
                                            Compensated Employee’s allocation rate to equal the allocation rate of the Highly Compensated
                                            Employee with the next highest allocation rate. As of the date of allocation, that reduction
                                            will be added to the Individual Account of the non-Highly Compensated Employee described
                                            in 1) above.



 


		D.	Repeat
                                            the procedures in (C) above until all non-Highly Compensated Employees have an allocation
                                            rate equal to at least one-third of the allocation rate of the Highly Compensated Employee
                                            with the highest allocation rate. If the allocation rate of a Highly Compensated Employee
                                            is lowered under (C) above or this clause (D) to the point where it is equal to that of the
                                            Highly Compensated Employees with the next highest allocation rate, then any further reductions in allocations will be apportioned between the former and latter Highly Compensated Employees in a manner that causes their equivalent allocation rates to be reduced by the same amount.



 






    
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		E.	Participants
                                            whose sole allocation for a Plan Year consists of either a minimum allocation made pursuant
                                            to Plan Section 3.04(E) or a Safe Harbor Nonelective Contribution are considered benefiting
                                            for purposes of the minimum allocation gateway. Allocation rates will include such contributions
                                            when determining whether the minimum gateway allocation has been satisfied.



 


		ii.	Five-Percent
                                            Approach – Each non-Highly Compensated Employee who is eligible to participate
                                            receives an allocation of at least five-percent of such Employee’s Compensation, as
                                            defined in Part A of the definition of Compensation in the Plan’s Definition section,
                                            for the period during which the non-Highly Compensated Employee is eligible to receive an
                                            allocation under this section.



 


If a selection
is made in the Adoption Agreement to satisfy a minimum allocation gateway under new comparability and to reallocate hypothetical contributions
from Highly Compensated Employees to non-Highly Compensated Employees in order to provide each non-Highly Compensated Employee with an
allocation of at least five-percent of such Employee’s Compensation, as defined in Part A of the definition of Compensation in
the Plan’s Definition section, for the period during which the non-Highly Compensated Employee is eligible to receive an allocation
under this section, then, to the extent necessary, the following steps will be taken.


 


		A.	Identify
                                            the Employees of the Employer who participate in the Plan who are non-Highly Compensated
                                            Employees of such Employer, and arrange them in order of their allocation rates from the
                                            highest to the lowest.



 


		B.	Identify
                                            the Highly Compensated Employees of the Employer who participate in the Plan, and arrange
                                            them in order of their allocation rates from the highest to the lowest.



 


		C.	As
                                            of the date of allocation, lower the allocation to the Highly Compensated Employee with the
                                            highest allocation rate determined in (B) above. The reduction will equal the lesser of 1)
                                            the amount necessary so that the non-Highly Compensated Employee with the lowest allocation
                                            rate receives an allocation equal to five-percent of such Employee’s Compensation,
                                            as defined in Part A of the definition of Compensation in the Plan’s Definition section,
                                            for the period during which the non-Highly Compensated Employee is eligible to receive an
                                            allocation under this section, or 2) the amount that would cause such Highly Compensated
                                            Employee’s allocation rate to equal the allocation rate of the Highly Compensated Employee
                                            with the next highest allocation rate. As of the date of allocation, that reduction will
                                            be added to the Individual Account of the non-Highly Compensated Employee described in 1)
                                            above.



 


		D.	Repeat
                                            the procedures in (C) above until each of the non-Highly Compensated Employees have an allocation
                                            rate equal to at least five-percent of such Employee’s Compensation, as defined in
                                            Part A of the definition of Compensation in the Plan’s Definition section, for the
                                            period during which the each of the non-Highly Compensated Employees are eligible to receive
                                            an allocation under this section. If the allocation rate of a Highly Compensated Employee
                                            is lowered under (C) above or this clause (D) to the point
where it is equal to that of the Highly Compensated Employees with the next highest allocation rate, then any further reductions in allocations
will be apportioned between the former and latter Highly Compensated Employees in a manner that causes their equivalent allocation rates
to be reduced by the same amount.



 


		E.	If
                                            the allocation rate of the Highly Compensated Employees is less than five-percent, either
                                            before any reallocation pursuant to this Plan Section 3.04(B)(10)(c), or as a result of any
                                            reallocation pursuant to this Plan Section 3.04(B)(10)(c), then for that Plan Year, the Employer
                                            Profit Sharing Contributions will be allocated as if the Employer had elected a pro rata
                                            allocation formula (as described in Adoption Agreement Section Three).



 


		F.	Participants
                                            whose sole allocation for a Plan Year consists of either a minimum allocation made pursuant
                                            to Plan Section 3.04(E) or a Safe Harbor Nonelective Contribution, are considered benefiting
                                            for purposes of the minimum allocation gateway. Allocation rates will include such contributions
                                            when determining whether the minimum gateway allocation has been satisfied.



 


The Employer
must make additional contributions to a Participant who is a non-Highly Compensated Employee and who receives only a top-heavy minimum
contribution or a Safe Harbor Nonelective Contribution, in order to satisfy the minimum allocation gateway. The amount of such additional
contribution will be equal to the difference between the amount required to satisfy the minimum allocation gateway and the top-heavy
minimum or Safe Harbor Nonelective Contribution received by such Employee, whichever is applicable.


 


If this Plan
is permissively aggregated with one or more defined benefit plans, the minimum gateway allocation that is determined pursuant to this
section may be increased to the extent necessary to satisfy Treasury Regulation section 1.401(a)(4)-9(b)(2)(v)(D).


 






    
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		C.	Allocation
                                            of Forfeitures – Subject to the Employer’s discretion, Forfeitures may be
                                            applied to the payment of the Plan’s administrative expenses in accordance with Plan
                                            Section 7.04 and/or applied to the restoration of Participants’ Individual Accounts
                                            pursuant to Plan Section 4.01(C)(3). Any remaining Forfeitures will be allocated as follows.



 


		1.	Profit
                                            Sharing Plan – Unless otherwise elected in the Adoption Agreement, if this is a
                                            profit sharing plan, Forfeitures will be used to reduce Employer Contributions. For purposes
                                            of this section, Forfeitures shall include forfeited amounts that are attributable to a money
                                            purchase pension plan or a target benefit pension plan that was transferred to the Plan.
                                            Notwithstanding the preceding, Forfeitures arising under Plan Section 3.12 may be allocated
                                            to Qualifying Participants in accordance with Plan Section 3.04(B).



 


		2.	401(k)
                                            Profit Sharing Plan – Unless otherwise elected in the Adoption Agreement, if this
                                            is a 401(k) profit sharing plan, Forfeitures of Employer Profit Sharing Contributions, Matching
                                            Contributions, ACP Test Safe Harbor Matching Contributions, Excess Aggregate Contributions,
                                            QACA ADP Test Safe Harbor Contributions, and QACA ACP Test Safe Harbor Matching Contributions
                                            will be used to reduce Employer Contributions other than Elective Deferrals. For purposes
                                            of this section, Forfeitures shall include forfeited amounts that are attributable to a money
                                            purchase pension plan or a target benefit pension plan that was transferred to the Plan.
                                            Notwithstanding the preceding, Forfeitures arising under Plan Section 3.12 may be allocated
                                            to Qualifying Participants in accordance with Plan Section 3.04(B).



 


		3.	Money
                                            Purchase Pension Plan – Unless otherwise elected in the Adoption Agreement, if
                                            this Plan is a money purchase pension plan, Forfeitures will be used to reduce Employer Money
                                            Purchase Pension Contributions to the Plan. Notwithstanding the preceding, Forfeitures arising
                                            under Plan Section 3.12 may be allocated to Qualifying Participants in accordance with Plan
                                            Section 3.04(B).



 


Forfeitures
must be applied for the Plan Year in which the Forfeitures arose or for the Plan Year following the Plan Year in which the Forfeiture
arose. Notwithstanding the preceding, Forfeitures must be applied in a uniform and nondiscriminatory manner if applied either to the
payment of the Plan’s administrative expenses or to the restoration of Participants’ Individual Accounts pursuant to Plan
Section 4.01(C)(3). Forfeitures that are reallocated to Participants’ Individual Accounts need not be reallocated to the same contribution
source from which they were forfeited. In addition, Forfeitures may be applied in accordance with any permissible method set forth in
this section upon the termination of the Plan.


 


		D.	Timing
                                            of Employer Contribution – Unless otherwise specified in the Plan or permitted
                                            by law or regulation, the Employer Contribution made by an Employer for each Plan Year will
                                            be deposited with the Trustee (or Custodian, if applicable) not later than the due date for
                                            filing the Employer’s income tax return for its tax year in which the Plan Year ends,
                                            including extensions thereof. Notwithstanding the preceding, Employer Contributions may be
                                            deposited during the Plan Year for which they are being made.



 


		E.	Minimum
                                            Allocation for Top-Heavy Plans – The contribution and allocation provisions of
                                            this Plan Section 3.04(E) will apply for any Plan Year with respect to which this Plan is
                                            a Top-Heavy Plan and will supersede any conflicting provisions in the Plan or Adoption Agreement.



 


		1.	Except as otherwise provided
                                            in (3) and (4) below, the Employer Contributions and Forfeitures allocated on behalf of any
                                            Participant who is not a Key Employee will not be less than the lesser of three-percent of
                                            such Participant’s Compensation or (in the case where the Employer does not maintain
                                            a defined benefit plan in addition to this Plan that designates this Plan to satisfy Code
                                            section 401) the largest percentage of Employer Contributions and Forfeitures, as a percentage
                                            of the Key Employee’s Compensation, as limited by Code section 401(a)(17), allocated
                                            on behalf of any Key Employee for that year. The minimum allocation is determined without
                                            regard to any Social Security contribution. Unless the Adopting Employer, in the Adoption
                                            Agreement, elects to allocate a top-heavy contribution to Participants who are Key Employees,
                                            only Participants who are not Key Employees will be entitled to receive the minimum allocation.
                                            Notwithstanding the preceding, if the Employer maintains a defined benefit plan in addition
                                            to this Plan and specifies in the Adoption Agreement that the minimum allocation will be
                                            made to this Plan, then except as provided in (3) and (4) below, Employer Contributions and
                                            Forfeitures allocated on behalf of any Participant who is not a Key Employee will not be
                                            less than five-percent of such Participant’s Compensation. For purposes of the preceding
                                            sentences, the largest percentage of Employer Contributions and Forfeitures as a percentage
                                            of each Key Employee’s Compensation will be determined by treating Elective Deferrals
                                            as Employer Contributions. This minimum allocation will be made even though under other Plan
                                            provisions, the Participant would not otherwise be entitled to receive an allocation, or
                                            would have received a lesser allocation for the year because of 1) the Participant’s
                                            failure to complete 1,000 Hours of Service (or any comparable period provided in the Plan),
                                            or 2) the Participant’s failure to make mandatory Nondeductible Employee Contributions
                                            to the Plan, or 3) had Compensation less than a stated amount.



 


		2.	For
                                            purposes of computing the minimum allocation, Compensation will mean compensation as provided
                                            in the Definitions section of the Plan as limited by Code section 401(a)(17) and will include
                                            any amounts contributed by the Employer pursuant to a salary reduction agreement and that
                                            is not includible in gross income under Code sections 402(g), 125, 132(f)(4), or 457. Compensation
                                            for the full Determination Year will be used in calculating the minimum allocation.



 


		3.	The
                                            provision in (1) above will not apply to any Participant who was not employed by the Employer
                                            on the last day of the Plan Year. In addition, the provision in (1) above will not apply
                                            to any Employee included in a unit of Employees covered by an agreement which the Secretary
                                            of Labor finds to be a collective bargaining agreement between the Employer and Employee
                                            representatives if there is evidence that retirement benefits were the subject of good faith
                                            bargaining between such Employee representatives and the Employer.



 






    
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		4.	The
                                            provision in (1) above will not apply to any Participant to the extent the Participant is
                                            covered under any other plan or plans of the Employer and the Adopting Employer has provided
                                            in the Adoption Agreement that the minimum allocation or benefit requirement applicable to
                                            Top-Heavy Plans will be met in the other plan or plans and the participant received the minimum
                                            allocation or benefit under such plan or plans.



 


		5.	The
                                            minimum allocation required for purposes of this Plan Section 3.04(E) must be nonforfeitable
                                            to the extent required under Code section 416(b)(1)(A) or (b)(1)(B).



 


		6.	Elective
                                            Deferrals (and for Plan Years beginning before 2002, Matching Contributions) may not be taken
                                            into account for purposes of satisfying the minimum allocation requirement applicable to
                                            Top-Heavy Plans described in Plan Section 3.04(E)(1). Qualified Nonelective Contributions
                                            may, however, be taken into account for such purposes.



 


		7.	Unless
                                            otherwise elected in the Adoption Agreement, the top-heavy minimum will offset Employer Profit
                                            Sharing Contributions, if any.



 


		F.	Return
                                            of the Employer Contribution to the Employer Under Special Circumstances – Any
                                            contribution made by the Employer because of a mistake of fact must be returned to the Employer
                                            within one year of the contribution.



 


In the event
that the Commissioner of Internal Revenue determines that the Plan is not initially qualified under the Code, any contributions made
incident to that initial qualification by the Employer must be returned to the Employer within one year after the date the initial qualification
is denied, but only if the application for qualification is made by the time prescribed by law for filing the Employer’s return
for the taxable year in which the Plan is adopted, or such later date as the Secretary of the Treasury may prescribe.


 


In
the event that a contribution made by the Employer under this Plan is conditioned on deductibility and is not deductible under Code section
404, the contribution, to the extent of the amount disallowed, must be returned to the Employer within one year after the deduction is
disallowed.


 


If applicable,
no contract will be purchased under the Plan unless such contract or a separate definite written agreement between the Employer and the
insurer provides that no value under contracts providing benefits under the Plan or credits determined by the insurer (on account of
dividends, earnings, or other experience rating credits, or surrender or cancellation credits) with respect to such contracts may be
paid or returned to the Employer or diverted to or used for other than the exclusive benefit of the Participants or their Beneficiaries.
However, any contribution made by the Employer because of a mistake of fact must be returned to the Employer within one year of the contribution.


 


		G.	One-Time
                                            Irrevocable Participant Elections



 


This Plan section
3.04(G) applies if the Adopting Employer has indicated in the Adoption Agreement that an Employee may make a one-time irrevocable election
to have the Employer make contributions to the Plan on such Employee’s behalf. In such event, an Employee may elect, upon the Employee’s
first becoming eligible to participate in the Plan, to have contributions equal to a specified amount or percentage (including no amount
or percentage) of the Employee’s potential Compensation made by the Employer on the Employee’s behalf to the Plan (and to
any other plan of the employer) for the duration of the Employee’s employment with the Employer. Any contributions made pursuant
to a one-time irrevocable election described in this Section 3.04(G) and in accordance with Treasury Regulation section 1.401(k)-1(a)(3)(v)
are not treated as made pursuant to a cash or deferred election, are not elective Deferrals and are not includible in an Employee’s
Compensation. Such contributions shall be treated as Employer Profit Sharing Contributions.


 


		3.05	QUALIFIED
                                            NONELECTIVE CONTRIBUTIONS



 


The
Employer may make Qualified Nonelective Contributions under the Plan if elected in the Adoption Agreement. The amount of such contribution,
if any, to the Plan for each Plan Year, will be determined by the Employer. Notwithstanding anything to the contrary in the Plan, the
Employer may make Qualified Nonelective Contributions to the Plan in the amount necessary to satisfy testing requirements.


 


Qualified
Nonelective Contributions Used to Satisfy Testing Requirements – If the current-year testing rules apply to the Plan, in lieu
of distributing Excess Contributions or Excess Aggregate Contributions as provided in Plan Sections 5.13 and 5.14, the Employer may,
if permitted in the Adoption Agreement, use all or any portion of the Qualified Nonelective Contributions to satisfy either the Actual
Deferral Percentage test, the Actual Contribution Percentage test, or both. The option to use all or any portion of the Qualified Nonelective
Contributions to satisfy either the Actual Deferral Percentage test or the Actual Contribution Percentage test is not available if prior-year
testing rules apply to the Plan.


 


Notwithstanding
anything to the contrary in the Plan, and in addition to, or in lieu of, the allocation formula selected in the Adoption Agreement,
Qualified Nonelective Contributions may be allocated to the Individual Accounts of a group of non-Highly Compensated Employees
selected by the Employer and who are eligible Participants, following the requirements under Treasury Regulation section 1.401(k)
and 1.401(m) (including the permissive disaggregation rules) for purpose of satisfying the Actual Deferral Percentage test, the
Actual Contribution Percentage test, or both. No allocation will be required in excess of the amount required to satisfy the Actual
Deferral Percentage test, the Actual Contribution Percentage test, or both. Qualified Nonelective Contributions may be made during
the Plan Year for which they are being made; however, the Employer must follow the allocation requirements set forth below and
unless specified otherwise in the Adoption Agreement, must adhere to the eligibility requirements applicable to Elective Deferrals,
including a forfeiture of allocations where such eligibility requirements are not satisfied.


 






    
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For Plan Years
beginning in 2006 (or such earlier date on which the final regulations under Treasury Regulation section 1.401(k) and 1.401(m) became
effective), Qualified Nonelective Contributions taken into account under the Actual Deferral Percentage (ADP) test cannot exceed the
product of the non-Highly Compensated Employee’s Compensation and the greater of 1) five-percent (ten-percent if the Qualified
Nonelective Contribution is made in connection with an Employer’s obligation to pay prevailing wages under the Davis-Bacon Act
plan), or 2) two times the Plan’s representative contribution rate. The “representative contribution rate,” for this
purpose, is the lowest applicable contribution rate of any eligible non-Highly Compensated Employee among a group of eligible non-Highly
Compensated Employees that consists of one-half of all non-Highly Compensated Employees for the Plan Year (or if greater, the lowest
applicable percentage contribution rate of any eligible non-Highly Compensated Employee in the group of all eligible non-Highly Compensated
Employees for the Plan Year and who is employed by the Employer on the last day of the Plan Year). The “applicable contribution
rate” for these purposes is the sum of the Qualified Matching Contributions taken into account for the ADP test for the eligible
non-Highly Compensated Employees for the Plan Year and the Qualified Nonelective Contributions made for the eligible non-Highly Compensated
Employee for the Plan Year, divided by the eligible non-Highly Compensated Employee’s Compensation for the same period.


 


		3.06	QUALIFIED
                                            MATCHING CONTRIBUTIONS



 


The Employer
may make Qualified Matching Contributions under the Plan if elected in the Adoption Agreement. If the current-year testing rules apply
to the Plan and the Employer has so elected in the Adoption Agreement, in lieu of distributing Excess Contributions or Excess Aggregate
Contributions as provided in Plan Sections 5.13 and 5.14, the Employer may elect in the Adoption Agreement to use Qualified Matching
Contributions to satisfy either the Actual Deferral Percentage test, the Actual Contribution Percentage test, or both, pursuant to Treasury
Regulations under Code sections 401(k) and 401(m). The option to use all or any portion of the Qualified Matching Contributions to satisfy
either the Actual Deferral Percentage test or the Actual Contribution Percentage test is not available if prior-year testing rules apply
to the Plan.


 


Unless another
allocation formula is specified in the Adoption Agreement, Qualified Matching Contributions, if made, will be in an amount equal to that
percentage of the Elective Deferrals (and Nondeductible Employee Contributions) of each non-Highly Compensated Employee that would be
sufficient to cause the Plan to satisfy the Actual Contribution Percentage test, the Actual Deferral Percentage test, or both. For Plan
Years beginning in 2006 (or such earlier date on which the final regulations under Treasury Regulation section 1.401(k) and 1.401(m)
became effective), if Qualified Matching Contributions exceed 100 percent of a Qualifying Contributing Participant’s Elective Deferrals,
the additional ACP testing restrictions listed in Plan Section 3.02 will apply.


 


If elected
in the Adoption Agreement, the Employer may make Qualified Matching Contributions under the Plan on behalf of Qualifying Contributing
Participants. To be a Qualifying Contributing Participant for a Plan Year, the Participant must make Elective Deferrals (or Nondeductible
Employee Contributions, if the Employer has agreed to match such contributions) for the Plan Year and satisfy any age and eligibility
service and other requirements that are specified for Qualified Matching Contributions in the Adoption Agreement. If the Employer makes
Qualified Matching Contributions to the Plan based on Compensation earned and Elective Deferrals (or Nondeductible Employee Contributions)
made during a portion of the Matching Contribution Computation Period (e.g., on a payroll basis when the Matching Contribution Computation
Period is Plan Year), the Employer shall re-calculate (“true-up”) the Qualified Matching Contribution based on the Compensation
earned and Elective Deferrals (or Nondeductible Employee Contributions) made over the Matching Contribution Computation Period. Such
true-up shall be made in a uniform and non-discriminatory manner.


 


		3.07	ROLLOVER
                                            CONTRIBUTIONS



 


Unless otherwise
elected in the Adoption Agreement, an Employee may make Indirect Rollover and Direct Rollover contributions to the Plan from distributions
made from plans described in Code sections 401(a), 403(a), 403(b), 408, and 457(b) (if maintained by a governmental entity) (excluding
nondeductible employee contributions and Roth elective deferrals except as otherwise indicated in the Adoption Agreement) unless an Employee
is either an Employee of a Related Employer of the Adopting Employer that does not participate in this Plan or a member of any excluded
class in Adoption Agreement Section Two and Plan Section 2.01. The Plan Administrator may require the Employee to certify, either in
writing or in any other form permitted under rules promulgated by the IRS and DOL, that the contribution qualifies as a rollover contribution
under the applicable provisions of the Code. If it is later determined that all or part of a rollover contribution was ineligible to
be contributed to the Plan, the Plan Administrator shall direct that any ineligible amounts, plus earnings or losses attributable thereto
(determined in the manner described in Plan Section 7.02(B)), be distributed from the Plan to the Employee as soon as administratively
feasible.


 


A separate
account will be maintained by the Plan Administrator for each Employee’s rollover contributions, which will be nonforfeitable at
all times. Such account will share in the income and gains and losses of the Fund in the manner described in Plan Section 7.02(B). Where
the Adoption Agreement does not permit Employer designation with respect to rollover contributions, the Employer may, in a uniform and
nondiscriminatory manner, allow only Employees who have become Participants in the Plan to make rollover contributions. However, if the
Employer permits Employees who have not become Participants in the Plan and/or former Employees to maintain rollover contributions in
the Plan, such individuals will be treated as Participants for purposes of those assets, but they may not receive a loan from the Fund.


 






    
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		3.08	TRANSFER
                                            CONTRIBUTIONS



 


The Adopting
Employer may, subject to uniform and nondiscriminatory rules, permit elective transfers to be delivered to the Trustee (or Custodian,
if applicable) in the name of an Employee from the trustee or custodian of another plan qualified under Code section 401(a). Whether
any particular elective transfer will be accepted by the Plan will be determined using the uniform and nondiscriminatory rules established
by the Plan Administrator, and the procedures for the receipt of such transfers by the Plan must be allowed under Code section 411(d)(6),
Treasury Regulation section 1.411(d)-4, and other rules promulgated by the IRS. Nothing in this Plan prohibits the Plan Administrator
from permitting (or prohibiting) Participants to transfer their Individual Accounts to other eligible plans, provided such transfers
are permitted (or prohibited) in a uniform and nondiscriminatory manner. If it is later determined that all or part of an elective transfer
was ineligible to be transferred into the Plan, the Plan Administrator shall direct that any ineligible amounts, plus earnings or losses
attributable thereto (determined in the manner described in Plan Section 7.02(B)), be distributed from the Plan to the Employee as soon
as administratively feasible. Notwithstanding the preceding, the Employer may, at its discretion, also return the amount transferred
to the transferor plan or correct the ineligible transfer using any other method permitted by the IRS under regulation or other guidance.


 


A separate
account will be maintained by the Plan Administrator for each Employee’s elective transfers, which will, if applicable, be nonforfeitable
at all times. Such account will share in the income and gains and losses of the Fund in the manner described in Plan Section 7.02(B).
Notwithstanding the preceding, an Employee’s separate account established solely on account of an event described in Code section
414(l) will continue to be subject to the Plan’s vesting schedule except as otherwise provided therein. If elective transfers are
associated with distributable events and the Employees are eligible to receive single sum distributions consisting entirely of Eligible
Rollover Contributions, the elective transfers will be considered Direct Rollovers.


 


		3.09	DEDUCTIBLE
                                            EMPLOYEE CONTRIBUTIONS



 


The Plan Administrator
will not accept Deductible Employee Contributions that are made for a taxable year beginning after December 31, 1986. Contributions made
before that date will be maintained in a separate account, which will be nonforfeitable at all times. The account will share in the gains
and losses of the Fund in the same manner as described in Plan Section 7.02(B). No part of the Deductible Employee Contributions account
will be used to purchase life insurance. Subject to Plan Section 5.10 (if applicable), the Participant may withdraw any part of the Deductible
Employee Contribution account by making a written application to the Plan Administrator.


 


		3.10	NONDEDUCTIBLE
                                            EMPLOYEE CONTRIBUTIONS



 


If the Adopting
Employer so allows in the Adoption Agreement, a Participant may contribute Nondeductible Employee Contributions to the Plan by enrolling
as a Contributing Participant pursuant to the applicable provisions of Plan Section 3.01. The Employer will establish uniform and nondiscriminatory
rules and procedures for Nondeductible Employee Contributions as it deems necessary and advisable including, but not limited to, rules
describing any amounts or percentages of Compensation that Participants may or must contribute to the Plan. Nondeductible Employee Contributions
for Plan Years beginning after December 31, 1986, together with any Matching Contributions, will be limited so as to satisfy the Actual
Contribution Percentage test in Plan Section 3.14. Notwithstanding the preceding, contributions made to the Plan on an after-tax basis
(e.g., to repay defaulted loans or to buy back previously forfeited amounts as described in Plan Section 4.01(C)(3)) do not constitute
Nondeductible Employee Contributions and will not, therefore, be subject to the nondiscrimination test of Code section 401(m) or the
Annual Additions limits of Code section 415.


 


		A	separate
                                            account will be maintained by the Plan Administrator for the Nondeductible Employee Contributions
                                            of each Participant.



 


		3.11	OTHER
                                            LIMITATIONS ON SIMPLE 401(K) CONTRIBUTIONS



 


If
the Employer has established a SIMPLE 401(k) Plan, no Employer or Employee contributions may be made to this Plan for the SIMPLE 401(k)
Year other than Elective Deferrals described in Plan Section 3.01(I), Matching or nonelective contributions described in Plan Section
3.02, and rollover contributions described in Plan Section 3.07.


 


		3.12	LIMITATION
                                            ON ALLOCATIONS



 


		A.	If
                                            the Participant does not participate in, and has never participated in, another qualified
                                            plan maintained by the Employer, a welfare benefit fund (as defined in Code section 419(e))
                                            maintained by the Employer, an individual medical account (as defined in Code section 415(l)(2))
                                            maintained by the Employer, or a simplified employee pension plan (as defined in Code section
                                            408(k)) maintained by the Employer, any of which provides an Annual Addition as defined in
                                            the Definitions section of the Plan, the following rules will apply.



 


		1.	The
                                            amount of Annual Additions that may be credited to the Participant’s Individual Account
                                            for any Limitation Year will not exceed the lesser of the Maximum Permissible Amount or any
                                            other limitation contained in this Plan. If the Employer Contribution that would otherwise
                                            be contributed or allocated to the Participant’s Individual Account would cause the
                                            Annual Additions for the Limitation Year to exceed the Maximum Permissible Amount, the amount
                                            contributed or allocated may be reduced so that the Annual Additions for the Limitation Year
                                            will equal the Maximum Permissible Amount.



 


		2.	Before
                                            determining the Participant’s actual Compensation for the Limitation Year, the Employer
                                            may determine the Maximum Permissible Amount for a Participant on the basis of a reasonable
                                            estimate of the Participant’s Compensation for the Limitation Year, uniformly determined
                                            for all Participants similarly situated.



 






    
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		3.	As
                                            soon as is administratively feasible after the end of the Limitation Year, the Maximum Permissible
                                            Amount for the Limitation Year will be determined on the basis of the Participant’s
                                            actual Compensation for the Limitation Year.



 


		B.	If,
                                            in addition to this Plan, the Participant is covered under another qualified pre-approved
                                            defined contribution plan maintained by the Employer, a welfare benefit fund maintained by
                                            the Employer, an individual medical account maintained by the Employer, or a simplified employee
                                            pension plan maintained by the Employer any of which provides an Annual Addition as defined
                                            in the Definitions section of the Plan during any Limitation Year, the following rules apply.



 


		1.	The Annual Additions
                                            that may be credited to a Participant’s Individual Account under this Plan for any
                                            such Limitation Year will not exceed the Maximum Permissible Amount, reduced by the Annual
                                            Additions credited to a Participant under the other qualified Pre-approved Plans, welfare
                                            benefit funds, individual medical account, and simplified employee pension plans for the
                                            same Limitation Year. If the Annual Additions with respect to the Participant under other
                                            qualified Pre-approved defined contribution plans, welfare benefit funds, individual medical
                                            accounts, and simplified employee pension plans maintained by the Employer are less than
                                            the Maximum Permissible Amount, and the Employer Contribution that would otherwise be contributed
                                            or allocated to the Participant’s Individual Account under this Plan would cause the
                                            Annual Additions for the Limitation Year to exceed this limitation, the amount contributed
                                            or allocated may be reduced so that the Annual Additions under all such plans and funds for
                                            the Limitation Year will equal the Maximum Permissible Amount. If the Annual Additions with
                                            respect to the Participant under such other qualified Pre-approved defined contribution plans,
                                            welfare benefit funds, individual medical accounts, and simplified employee pension plans
                                            in the aggregate are equal to or greater than the Maximum Permissible Amount, no amount will
                                            be contributed or allocated to the Participant’s Individual Account under this Plan
                                            for the Limitation Year.



 


		2.	Before
                                            determining the Participant’s actual Compensation for the Limitation Year, the Employer
                                            may determine the Maximum Permissible Amount for a Participant in the manner described in
                                            Plan Section 3.12(A)(2).



 


		3.	As
                                            soon as is administratively feasible after the end of the Limitation Year, the Maximum Permissible
                                            Amount for the Limitation Year will be determined on the basis of the Participant’s
                                            actual Compensation for the Limitation Year.



 


		4.	Any
                                            Excess Annual Additions attributed to this Plan will be disposed of in the manner described
                                            in Plan Section 7.11.



 


		5.	If the Participant is
                                            covered under another qualified defined contribution plan maintained by the Employer, other
                                            than a Pre-approved Plan, the provisions of Plan Section 3.12(B)(1) through 3.12(B)(4) will
                                            apply as if the other plan were a Pre-approved Plan. In the event this method cannot be administered
                                            because of conflicting language in the other plan, the Employer must provide, through a written
                                            attachment to the Plan, the method under which the plans will limit total Annual Additions
                                            to the Maximum Permissible Amount, and will properly reduce any Excess Annual Additions in
                                            a manner that precludes Employer discretion.



 


		C.	The
                                            provisions of this Plan Section 3.12 will apply to SIMPLE 401(k) contributions made pursuant
                                            to Plan Sections 3.01(I) and 3.02.



 


		D.	Adoption
                                            Agreement elections to include or exclude items from Compensation that are inconsistent with
                                            Code section 415 and the corresponding regulations will be disregarded for purposes of determining
                                            a Participant’s Annual Additions limit.



 


		3.13	ACTUAL
                                            DEFERRAL PERCENTAGE TEST (ADP)



 


		A.	Limits
                                            on Highly Compensated Employees – The Actual Deferral Percentage (hereinafter “ADP”)
                                            for a Plan Year for Participants who are Highly Compensated Employees for each Plan Year
                                            and the ADP for Participants who are non-Highly Compensated Employees for the same Plan Year
                                            must satisfy one of the following tests.



 


		1.	The
                                            ADP for Participants who are Highly Compensated Employees for the Plan Year will not exceed
                                            the ADP for Participants who are non-Highly Compensated Employees for the same Plan Year
                                            multiplied by 1.25; or



 


		2.	The
                                            ADP for Participants who are Highly Compensated Employees for the Plan Year will not exceed
                                            the ADP for Participants who are non-Highly Compensated Employees for the same Plan Year
                                            multiplied by 2.0 provided that the ADP for Participants who are Highly Compensated Employees
                                            does not exceed the ADP for Participants who are non-Highly Compensated Employees by more
                                            than two percentage points.



 


The
Plan must satisfy the ADP test using either the prior-year testing or current-year testing requirements described below. Notwithstanding
the preceding, and unless otherwise elected in the Adoption Agreement, the prior-year testing method described below will apply to this
Plan.


 


		3.	Prior-Year
                                            Testing – The ADP for a Plan Year for Participants who are Highly Compensated Employees
                                            for each Plan Year and the prior year’s ADP for Participants who were non-Highly Compensated
                                            Employees for the prior Plan Year must satisfy one of the following tests.



 






    
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		a.	The
                                            ADP for a Plan Year for Participants who are Highly Compensated Employees for the Plan Year
                                            will not exceed the prior year’s ADP for Participants who were non-Highly Compensated
                                            Employees for the prior Plan Year multiplied by 1.25; or



 


		b.	The
                                            ADP for a Plan Year for Participants who are Highly Compensated Employees for the Plan Year
                                            will not exceed the prior year’s ADP for Participants who were non-Highly Compensated
                                            Employees for the prior Plan Year multiplied by 2.0, provided that the ADP for Participants
                                            who are Highly Compensated Employees does not exceed the ADP for Participants who were non-Highly
                                            Compensated Employees in the prior Plan Year by more than two percentage points.



 


For the first
Plan Year that the Plan permits any Participant to make Elective Deferrals (and this is not a successor Plan), for purposes of the preceding
tests, the prior year’s non-Highly Compensated Employees’ ADP will be three-percent unless the Adopting Employer has elected
in the Adoption Agreement to use the actual Plan Year’s ADP for these Participants.


 


Notwithstanding
the preceding, if the Adopting Employer has elected the Safe Harbor CODA or the QACA option in the Adoption Agreement, the current-year
testing provisions described in Plan Section 3.13(A)(4) will apply. In addition, if the Adopting Employer has elected the Safe Harbor
CODA or the QACA option in the Adoption Agreement and the Adoption Agreement does not permit the Employer to designation the ADP testing
method, the current-year testing provisions described in Plan Section 3.13(A)(4) will apply.


 


		4.	Current-Year
                                            Testing – If elected by the Employer in the Adoption Agreement, the ADP tests in
                                            this Plan Section 3.13(A)(1) and (2) above will be applied by comparing the current Plan
                                            Year’s ADP for Participants who are Highly Compensated Employees with the current Plan
                                            Year’s ADP for Participants who are non-Highly Compensated Employees. Once a current-year
                                            testing election is made, the Employer can elect prior-year testing for a Plan Year only
                                            if the Plan has used current-year testing for each of the preceding five Plan Years (or if
                                            less, the number of Plan Years the Plan has been in existence) or if, as a result of a merger
                                            or acquisition described in Code section 410(b)(6)(C)(i), the Employer maintains both a plan
                                            using prior-year testing and a plan using current-year testing and the change is made within
                                            the transition period described in Code section 410(b)(6)(C)(ii).



 


Notwithstanding
the preceding, the Plan will be treated as meeting the ADP test if, within a reasonable period before any Plan Year, each Participant
eligible to participate is given a notice (either in writing or in any other form permitted by Treasury Regulations or other rules promulgated
by the IRS) that satisfies the requirements of Code section 401(k)(12)(D), and the Employer makes ADP Test Safe Harbor Contributions
pursuant to Code sections 401(k)(12)(B) and (C), respectively.


 


		B.	Special
                                            Rules



 


		1.	A
                                            Participant is a Highly Compensated Employee for a particular Plan Year if they meet the
                                            definition of a Highly Compensated Employee in effect for that Plan Year. Similarly, a Participant
                                            is a non-Highly Compensated Employee for a particular Plan Year if they do not meet the definition
                                            of a Highly Compensated Employee in effect for that Plan Year.



 


		2.	The ADP for any Participant
                                            who is a Highly Compensated Employee for the Plan Year and who is eligible to have Elective
                                            Deferrals (and Qualified Nonelective Contributions or Qualified Matching Contributions, or
                                            both, if treated as Elective Deferrals for purposes of the ADP test) allocated to their Individual
                                            Accounts under two or more arrangements described in Code section 401(k) that are maintained
                                            by the Employer, will be determined as if such Elective Deferrals (and, if applicable, such
                                            Qualified Nonelective Contributions or Qualified Matching Contributions, or both) were made
                                            under a single arrangement. If a Highly Compensated Employee participates in two or more
                                            cash or deferred arrangements that have different Plan Years, all Elective Deferrals made
                                            during the Plan Year under all such arrangements will be aggregated. Certain plans will be
                                            treated as separate if mandatorily disaggregated under the Treasury Regulations under Code
                                            section 401(k).



 


		3.	In
                                            the event that this Plan satisfies the requirements of Code sections 401(k), 401(a)(4), or
                                            410(b) only if aggregated with one or more other plans, or if one or more other plans satisfy
                                            the requirements of such Code sections only if aggregated with this Plan, then this Plan
                                            Section 3.13(B)(3) will be applied by determining the ADP of Participants as if all such
                                            plans were a single plan. If more than ten-percent of the Employer’s non-Highly Compensated
                                            Employees are involved in a plan coverage change as defined in Treasury Regulation section
                                            1.401(k)-2(c) (4), then any adjustments to the non-Highly Compensated Employee ADP for the
                                            prior year will be made in accordance with such regulations, unless the Adopting Employer
                                            has elected in the Adoption Agreement to use the current-year testing method. Plans may be
                                            aggregated in order to satisfy Code section 401(k) only if they have the same Plan Year and
                                            use the same ADP testing method.



 


		4.	For
                                            purposes of satisfying the ADP test, Elective Deferrals, Qualified Nonelective Contributions,
                                            and Qualified Matching Contributions must be made before the end of the 12-month period immediately
                                            following the Plan Year to which contributions relate.



 


		5.	The
                                            Employer shall maintain records sufficient to demonstrate satisfaction of the ADP test and
                                            the amount of Qualified Nonelective Contributions or Qualified Matching Contributions, or
                                            both, used in such test.



 






    
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		6.	The
                                            determination and treatment of the ADP amounts of any Participant will satisfy such other
                                            requirements as may be prescribed by the Secretary of the Treasury.



 


		7.	If
                                            the Employer elects to take Qualified Matching Contributions into account as Elective Deferrals
                                            for purposes of the ADP test, then (subject to such other requirements as may be prescribed
                                            by the Secretary of the Treasury) the Employer may elect, in a uniform and nondiscriminatory
                                            manner, to either include all Qualified Matching Contributions in the ADP test or to include
                                            only the amount of such Qualified Matching Contributions that are needed to meet the ADP
                                            test.



 


		8.	In the event that the
                                            Plan Administrator determines that it is not likely that the ADP test will be satisfied for
                                            a particular Plan Year unless certain steps are taken before the end of such Plan Year, the
                                            Plan Administrator may require Contributing Participants who are Highly Compensated Employees
                                            to reduce or cease future Elective Deferrals for such Plan Year in order to satisfy that
                                            requirement. This limitation will be considered a Plan-imposed limit for Catch-up Contribution
                                            purposes. If the Plan Administrator requires Contributing Participants to reduce or cease
                                            making Elective Deferrals under this paragraph, the reduction or cessation will begin with
                                            the Highly Compensated Employee with either the largest amount of Elective Deferrals or the
                                            highest Contribution Percentage for the Plan Year (on the date on which it is determined
                                            that the ADP test will not likely be satisfied), as elected by the Plan Administrator. All
                                            remaining Highly Compensated Employees’ Elective Deferrals for the Plan Year will be
                                            limited to such amount. Notwithstanding the preceding, if it is later determined that the
                                            ADP test for the Plan Year will be satisfied, Highly Compensated Employees will be permitted
                                            to enroll again as Contributing Participants in accordance with the terms of the Plan.



 


		9.	Elective
                                            Deferrals that are treated as Catch-up Contributions because they exceed a Plan limit or
                                            a statutory limit will be excluded from ADP testing. Amounts which are characterized as Catch–up
                                            Contributions as a result of the ADP test will reduce the amount of Excess Contributions
                                            distributed or Qualified Nonelective Contributions or Qualified Matching Contributions contributed
                                            to the Plan to correct an Excess Contribution.



 


		10.	Special
                                            Rule for Early Participation – If the Plan provides that Employees are eligible
                                            to become Contributing Participants before they have completed the minimum age and service
                                            requirements in Code section 410(a)(1)(A), and if the Plan applies Code section 410(b)(4)(B)
                                            in determining whether the Plan satisfies the requirements in Code section 410(b)(1), then
                                            in determining whether the Plan satisfies the ADP test, either:



 


		a.	pursuant to Code section
                                            401(k)(3)(F), the ADP test is performed under the Plan (determined without regard to disaggregation
                                            under Treasury Regulation section 1.410(b)-7(c)(3)), using the ADP for all eligible Highly
                                            Compensated Employees for the Plan Year and the ADP of eligible non-Highly Compensated Employees
                                            for the applicable year, disregarding all non-Highly Compensated Employees who have not met
                                            the minimum age and services requirements in Code section 410(a)(1)(A); or



 


		b.	pursuant to Treasury Regulation
                                            section 1.401(k)-1(b)(4), the Plan is disaggregated into separate plans and the ADP test
                                            is performed separately for all eligible Participants who have completed the minimum age
                                            and service requirements of Code section 410(a)(1)(A) and for all eligible Participants who
                                            have not completed the minimum age and service requirements in Code section 410(a)(1)(A).



 


		C.	Notwithstanding
                                            the preceding, the ADP test described above is treated as satisfied for any SIMPLE 401(k)
                                            Year in which an Eligible Employer maintains this Plan as a SIMPLE 401(k) Plan.



 


		3.14	ACTUAL
                                            CONTRIBUTION PERCENTAGE TEST (ACP)



 


		A.	Limits
                                            on Highly Compensated Employees – The Actual Contribution Percentage (hereinafter
                                            “ACP”) for Participants who are Highly Compensated Employees for each Plan Year
                                            and the ACP for Participants who are non-Highly Compensated Employees for the same Plan Year
                                            must satisfy one of the following tests.



 


		1.	The
                                            ACP for Participants who are Highly Compensated Employees for the Plan Year will not exceed
                                            the ACP for Participants who are non-Highly Compensated Employees for the same Plan Year
                                            multiplied by 1.25.



 


		2.	The ACP for Participants
                                            who are Highly Compensated Employees for the Plan Year will not exceed the ACP for Participants
                                            who are non-Highly Compensated Employees for the same Plan Year multiplied by 2.0, provided
                                            that the ACP for the Participants who are Highly Compensated Employees does not exceed the
                                            ACP for Participants who are non-Highly Compensated Employees by more than two percentage
                                            points.



 


The
Plan must satisfy the ACP test using either the prior-year testing or current-year testing requirements described below. Notwithstanding
the preceding, and unless otherwise elected in the Adoption Agreement, the prior-year testing method described below will apply to this
Plan.


 


		3.	Prior-Year
                                            Testing – The ACP for a Plan Year for Participants who are Highly Compensated Employees
                                            for each Plan Year and the prior year’s ACP for Participants who were non-Highly Compensated
                                            Employees for the prior Plan Year must satisfy one of the following tests.



 






    
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		a.	The
                                            ACP for a Plan Year for Participants who are Highly Compensated Employees for the Plan Year
                                            will not exceed the prior year’s ACP for Participants who were non-Highly Compensated
                                            Employees for the prior Plan Year multiplied by 1.25.



 


		b.	The
                                            ACP for a Plan Year for Participants who are Highly Compensated Employees for the Plan Year
                                            will not exceed the prior year’s ACP for Participants who were non-Highly Compensated
                                            Employees for the prior Plan Year multiplied by 2.0, provided that the ACP for Participants
                                            who are Highly Compensated Employees does not exceed the ACP for Participants who were non-Highly
                                            Compensated Employees in the prior Plan Year by more than two percentage points.



 


For the first
Plan Year, if this Plan 1) permits any Participant to make Nondeductible Employee Contributions, 2) provides for Matching Contributions,
or 3) both, and 4) this is not a successor Plan, for purposes of the preceding tests, the prior year’s non-Highly Compensated Employees’
ACP will be three-percent unless the Employer has elected in the Adoption Agreement to use the Plan Year’s ACP for these Participants.


 


Notwithstanding
the preceding, if the Adopting Employer has elected the Safe Harbor CODA or the QACA option in the Adoption Agreement, the current-year
testing provisions described in Plan Section 3.14(A)(4) will apply. In addition, if the Adopting Employer has elected the Safe Harbor
CODA or the QACA option in the Adoption Agreement and the Adoption Agreement does not permit Employer designation with respect to the
ADP testing method, the current-year testing provision in Plan Section 3.14(A)(4) will apply.


 


		4.	Current-Year Testing
                                            – If elected by the Adopting Employer in the Adoption Agreement, the ACP tests
                                            in this Plan Section 3.14(A)(1) and (2), above, will be applied by comparing the current
                                            Plan Year’s ACP for Participants who are Highly Compensated Employees for each Plan
                                            Year with the current Plan Year’s ACP for Participants who are non-Highly Compensated
                                            Employees. Once an election to use current-year testing is made, the Employer can elect prior-year
                                            testing for a Plan Year only if the Plan has used current-year testing for each of the preceding
                                            five Plan Years (or if lesser, the number of Plan Years the Plan has been in existence) or
                                            if, as a result of the merger or acquisition described in Code section 410(b)(6)(C)(i), the
                                            Employer maintains both a plan using prior-year testing and a plan using current-year testing
                                            and the change is made within the transition period described in Code section 410(b)(6)(C)(ii).



 


		B.	Special
                                            Rules



 


		1.	A
                                            Participant is a Highly Compensated Employee for a particular Plan Year if they meet the
                                            definition of a Highly Compensated Employee in effect for that Plan Year. Similarly, a Participant
                                            is a non-Highly Compensated Employee for a particular Plan Year if they do not meet the definition
                                            of a Highly Compensated Employee in effect for that Plan Year.



 


		2.	For
                                            purposes of this Plan Section 3.14, the Contribution Percentage for any Participant who is
                                            a Highly Compensated Employee and who is eligible to have Contribution Percentage Amounts
                                            allocated to their Individual Account under two or more plans described in Code section 401(a),
                                            or arrangements described in Code section 401(k) that are maintained by the Employer, will
                                            be determined as if the total of such Contribution Percentage Amounts was made under each
                                            plan. If a Highly Compensated Employee participates in two or more such plans or arrangements
                                            that have different plan years, all Contribution Percentage Amounts made during the Plan
                                            Year under all such plans and arrangements will be aggregated. Certain plans will be treated
                                            as separate if mandatorily disaggregated under regulations under Code section 401(m).



 


		3.	In
                                            the event that this Plan satisfies the requirements of Code sections 401(m), 401(a)(4), or
                                            410(b) only if aggregated with one or more other plans, or if one or more other plans satisfy
                                            the requirements of such Code sections only if aggregated with this Plan, then this Plan
                                            Section 3.14(B)(3) will be applied by determining the Contribution Percentage of Employees
                                            as if all such plans were a single plan. If more than ten-percent of the Employer’s
                                            non-Highly Compensated Employees are involved in a plan coverage change as defined in Treasury
                                            Regulation section 1.401(m)-2(c)(4), then any adjustments to the non-Highly Compensated Employee
                                            ACP for the prior year will be made in accordance with such regulations, unless the Employer
                                            has elected in the Adoption Agreement to use the current-year testing method. Plans may be
                                            aggregated in order to satisfy Code section 401(m) only if they have the same Plan Year and
                                            use the same ACP testing method.



 


		4.	For
                                            purposes of determining the Actual Contribution Percentage test, Nondeductible Employee Contributions
                                            are considered to have been made in the Plan Year in which contributed to the Fund. Matching
                                            Contributions and Qualified Nonelective Contributions will be considered made for a Plan
                                            Year if made no later than the end of the 12-month period beginning on the day after the
                                            close of the Plan Year.



 


		5.	The
                                            Employer shall maintain records sufficient to demonstrate satisfaction of the ACP test and
                                            the amount of Qualified Nonelective Contributions or Qualified Matching Contributions, or
                                            both, used in such test.



 


		6.	The
                                            determination and treatment of the Contribution Percentage of any Participant will satisfy
                                            such other requirements as may be prescribed by the Secretary of the Treasury.



 






    
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		7.	If
                                            the Employer elects to take Qualified Nonelective Contributions into account as Contribution
                                            Percentage Amounts for purposes of the ACP test, then (subject to such other requirements
                                            as may be prescribed by the Secretary of the Treasury) the Employer may elect, in a uniform
                                            and nondiscriminatory manner, either to include all Qualified Nonelective Contributions in
                                            the ACP test or to include only the amount of such Qualified Nonelective Contributions that
                                            are needed to meet the ACP test.



 


		8.	If
                                            the Employer elects to take Elective Deferrals into account as Contribution Percentage Amounts
                                            for purposes of the ACP test, then (subject to such other requirements as may be prescribed
                                            by the Secretary of the Treasury) the Employer may elect, in a uniform and nondiscriminatory
                                            manner, either to include all Elective Deferrals in the ACP test or to include only the amount
                                            of such Elective Deferrals that are needed to meet the ACP test.



 


		9.	Special
                                            Rule for Early Participation – If the Plan provides for Matching Contributions
                                            or Nondeductible Employee Contributions and provides that Employees are eligible to participate
                                            with regard to such contributions before they have completed the minimum age and service
                                            requirements in Code section 410(a)(1)(A), and if the Plan applies Code section 410(b)(4)(B)
                                            in determining whether the Plan meets the requirements in Code section 410(b)(1), then in
                                            determining whether the Plan meets the ACP test, either:



 


		a.	pursuant to Code section
                                            401(m)(5)(C), the ACP test is performed under the Plan (determined without regard to disaggregation
                                            under Treasury Regulation section 1.410(b)-7(c)(3)), using the ACP for all eligible Highly
                                            Compensated Employees for the Plan Year and the ACP of eligible non-Highly Compensated Employees
                                            for the applicable year, disregarding all non-Highly Compensated Employees who have not met
                                            the minimum age and service requirements in Code section 410(a)(1)(A); or



 


		b.	pursuant
                                            to Treasury Regulation section 1.401(m)-1(b)(4), the Plan is disaggregated into separate
                                            plans and the ACP test is performed separately for all eligible Participants who have completed
                                            the minimum age and service requirements in Code section 410(a)(1)(A) and for all eligible
                                            Participants who have not completed the minimum age and service requirements in Code section
                                            410(a)(1)(A).



 


		C.	Notwithstanding
                                            the preceding, the ACP test described above is treated as satisfied for any SIMPLE 401(k)
                                            Year in which an Eligible Employer maintains this Plan as a SIMPLE 401(k) Plan.



 


		3.15	DEEMED
                                            IRAs



 


		A.	General
                                            Rules



 


		1.	This
                                            Plan Section 3.15 will apply if elected by the Employer in the Adoption Agreement.



 


		2.	Unless
                                            otherwise elected in the Adoption Agreement, each Participant may make Deemed IRA Contributions
                                            to the Participant’s Deemed IRA under the Plan if the Plan allows such contributions.



 


		3.	Unless
                                            otherwise indicated in the Adoption Agreement, Deemed IRA Contributions, if permitted by
                                            the Plan, may be made to either a Traditional IRA or a Roth IRA established as a Deemed IRA
                                            under the Plan. At the time the Deemed IRA is established, the IRA Owner will indicate whether
                                            the Deemed IRA is a Traditional IRA or Roth IRA for tax purposes.



 


		4.	The
                                            IRA Trustee (or Custodian) shall be subject to the reporting requirements of Code section
                                            408(i) with respect to all Deemed IRAs that are established and maintained under the Plan.



 


		5.	Unless
                                            otherwise elected in the Adoption Agreement, Deemed IRAs will be held in the Fund established
                                            in Plan Section 7.01. When held within the Fund, the following rules will apply:



 


		a.	Separate
                                            Account – A separate account will be maintained for each Deemed IRA clearly designating
                                            the Deemed IRA as either a Traditional IRA or Roth IRA.



 


		b.	Life
                                            Insurance – No Deemed IRA assets held in a separate account of the Fund will be
                                            invested in life insurance contracts.



 


	 	c.	Trustee – The IRA trustee (or custodian) must be either a bank or a nonbank trustee that satisfies the requirements of Code section 408(a) (2) and the corresponding regulations. In addition, there cannot be separate trustees for each Deemed IRA included in the Fund. The Trustee (or Custodian, if applicable) of the Fund will be the IRA trustee (or custodian) if eligible to serve in that capacity unless the Trustee (or Custodian, if applicable) appoints a bank or nonbank trustee to serve as IRA trustee or custodian.


 


	 	6.	Deemed IRAs established pursuant to this Plan Section 3.15 must satisfy the applicable requirements of Code sections 408 and 408A. Deemed IRA assets held within the Fund must meet the applicable requirements set forth in Plan Section 7.02. Deemed IRA assets held in separate individual trusts must meet the requirements of the separate written governing instrument establishing such Deemed IRA, and these requirements are hereby incorporated by reference, provided the governing instrument is not inconsistent with the provisions of the Plan. In the event that the separate governing instrument is inconsistent with the terms of the Plan, the terms of the Plan will control. The Plan Administrator may, through separate agreement, adopt provisions governing Deemed IRAs for the proper and efficient administration of Deemed IRA assets held in the Fund or in separate individual trusts.



 






    
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		7.	The IRA Owner’s
                                            interest in the balance in this IRA is nonforfeitable at all times. No part of this IRA may
                                            be invested in collectibles (within the meaning of Code section 408(m)) except as otherwise
                                            permitted by Code section 408(m)(3), which provides an exception for certain gold, silver,
                                            and platinum coins issued under the laws of any state, and certain bullion.



 


		B.	IRA
                                            Rules Under Code Section 408



 


		1.	Provisions
                                            Governing Roth IRAs Under Code Section 408A – This Plan Section 3.15(B)(1) will
                                            apply only if the Deemed IRA created pursuant to this Plan Section 3.15 has been designated
                                            by the IRA Owner as a Roth IRA.



 


		a.	Contribution
                                            Rules. 



 


		i.	Maximum
                                            Permissible Amount – Except in the case of a rollover contribution described in
                                            Code section 408A(e), a recharacterized contribution described in Code section 408A(d)(6),
                                            or a conversion contribution, no contributions will be accepted unless they are in cash,
                                            and the total of such contributions will not exceed the lesser of 100 percent of the Roth
                                            IRA Owner’s compensation or $3,000 for any taxable year beginning in 2002 through 2004;
                                            $4,000 for any taxable year beginning in 2005 through 2007; and $5,000 for any taxable year
                                            beginning in 2008 and years thereafter. After 2008, the applicable contribution limit may
                                            be increased by the Secretary of the Treasury for cost-of-living adjustments under Code section
                                            219(b)(5)(D). Such adjustments will be in multiples of $500.



 


If the Roth
IRA Owner makes regular contributions to both Roth and Traditional IRAs for a taxable year, the maximum regular contribution that can
be made to all the Roth IRA Owner’s Roth IRAs for that taxable year is reduced by the regular contributions made to the Roth IRA
Owner’s Traditional IRAs for the taxable year.


 


Contributions
may be further limited if the Roth IRA Owner’s modified adjusted gross income (MAGI) exceeds the limits described in Plan Section
3.15(B)(1)(a)(iii).


 


Qualified rollover
contribution means a rollover contribution that meets the requirements of Code section 408(d)(3), except that the one-rollover-per-year
rule of Code section 408(d)(3)(B) does not apply if the rollover contribution is from an IRA other than a Roth IRA.


 


		ii.	Catch-up
                                            Contributions – In the case of a Roth IRA Owner who is age 50 or older by the close
                                            of the taxable year, the annual cash contribution limit is increased by $500 for any taxable
                                            year beginning in 2002 through 2005 and by $1,000 for any taxable year beginning in 2006
                                            and years thereafter.



 


		iii.	Regular
                                            Contribution Limit – If a Roth IRA Owner’s MAGI falls within certain limits,
                                            the maximum regular contribution that can be made to all the Roth IRA Owner’s Roth
                                            IRAs for a taxable year is phased out ratably. Effective for taxable years beginning after
                                            2006, these limitations (if applicable) will be increased under Code section 408A(c)(3) to
                                            reflect cost-of-living adjustments.



 


		iv.	Conversion
                                            Contribution Limit – A SIMPLE IRA may only be converted to a Roth IRA if two years
                                            have passed since the SIMPLE IRA Owner first participated in the SIMPLE IRA plan.



 


		v.	Recharacterization
                                            – A regular contribution to a Traditional or SIMPLE IRA may be recharacterized
                                            pursuant to the rules in Treasury Regulation section 1.408A-5 as a regular contribution to
                                            this Deemed IRA, subject to the limits in Plan Section 3.15(B)(1)(a).



 


		vi.	Modified
                                            Adjusted Gross Income – For purposes of Plan Section 3.15(B)(1)(a)(iii), a Roth
                                            IRA Owner’s MAGI for a taxable year is defined in Code section 408A(c)(3)(C)(i) and
                                            does not include any amount included in adjusted gross income as a result of a conversion
                                            from a Traditional or SIMPLE IRA.



 


		b.	Roth
                                            IRA Owner Distributions – No amount is required to be distributed before the death
                                            of the Roth IRA Owner for whose benefit the account was originally established. After the
                                            Roth IRA Owner’s death, however, the Beneficiary must begin taking distributions in
                                            accordance with Plan Section 3.15(B)(1)(c). Notwithstanding any provision of the Plan to
                                            the contrary, distributions from the Roth IRA, including rollover distributions, will be
                                            governed by Code section 408A(d) and the terms of the separate written governing instrument establishing
such Deemed IRA.



 






    
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		c.	Beneficiary
                                            Rights – If the Roth IRA Owner dies before their entire interest is distributed
                                            to them, the entire remaining interest will be distributed as follows.



 


		i.	Notwithstanding any provision
                                            of the Plan to the contrary, the distribution of the Roth IRA Owner’s interest in the
                                            account will be made in accordance with the requirements of Code section 408(a)(6), as modified
                                            by Code section 408A(c)(5), and the corresponding Treasury Regulations, the provisions of
                                            which are herein incorporated by reference. If distributions are made from an annuity contract
                                            purchased from an insurance company, distributions thereunder must satisfy the requirements
                                            of Treasury Regulation section 1.401(a)(9)-6 (taking into account Code section 408A(c)(5)),
                                            rather than the distribution rules in Plan Section 3.15(B)(1)(c)(ii), (iii), and (iv).



 


		ii.	Upon
                                            the death of the Roth IRA Owner, their entire interest will be distributed as follows.



 


		(a)	If
                                            the designated beneficiary is someone other than the Roth IRA Owner’s surviving Spouse,
                                            the entire interest will be distributed, starting by the end of the calendar year following
                                            the calendar year of the Roth IRA Owner’s death, over the remaining life expectancy
                                            of the designated beneficiary, with such life expectancy determined using the age of the
                                            designated beneficiary as of their birthday in the year following the year of the Roth IRA
                                            Owner’s death, or, if elected, in accordance with Plan Section 3.15(B)(1)(c)(ii)(c).



 


		(b)	If the Roth IRA Owner’s
                                            sole designated beneficiary is their surviving Spouse, the entire interest will be distributed,
                                            starting by the end of the calendar year following the calendar year of the Roth IRA Owner’s
                                            death (or by the end of the calendar year in which the Roth IRA Owner would have attained
                                            age 701⁄2, if later), over such Spouse’s life, or, if elected, in accordance with
                                            Plan Section 3.15(B)(1)(c)(ii)(c). If the surviving Spouse dies before distributions are
                                            required to begin, the remaining interest will be distributed, starting by the end of the
                                            calendar year following the calendar year of the Spouse’s death, over the Spouse’s
                                            designated beneficiary’s remaining life expectancy determined using such designated
                                            beneficiary’s age as of their birthday in the year following the death of the Spouse,
                                            or, if elected, will be distributed in accordance with Plan Section 3.15(B)(1)(c)(ii)(c).
                                            If the surviving Spouse dies after distributions are required to begin, any remaining interest
                                            will be distributed over the Spouse’s remaining life expectancy determined using the
                                            Spouse’s age as of their birthday in the year of the Spouse’s death.



 


		(c)	If
there is no designated beneficiary, or if applicable by operation of Plan Section 3.15(B)(1)(c)(ii)(a) or (b), the entire interest will
be distributed by the end of the calendar year containing the fifth anniversary of the Roth IRA Owner’s death (or of the Spouse’s
death in the case of the surviving Spouse’s death before distributions are required to begin under Plan Section 3.15(B)(1)(c)(ii)(b)).



  


		(d)	The
                                            amount otherwise to be distributed each year under this Plan Section 3.15(B)(1)(c) is the
                                            quotient obtained by dividing the value of the IRA as of the end of the preceding year by
                                            the remaining life expectancy specified in such paragraph. Life expectancy is determined
                                            using the Single Life Table in Q&A 1 of Treasury Regulation section 1.401(a)(9)-9. If
                                            the distributions are being made to a surviving Spouse as the sole designated beneficiary,
                                            such Spouse’s remaining life expectancy for a year is the number in the Single Life
                                            Table corresponding to such Spouse’s age in the year. In all other cases, remaining
                                            life expectancy for a year is the number in the Single Life Table corresponding to the beneficiary’s
                                            age in the year specified in Plan Section 3.15(B)(2)(a) or (b) and reduced by one for each
                                            subsequent year.



 


		iii.	The
                                            value of the Roth IRA for purposes of this Plan Section 3.15 is the prior December 31 balance
                                            adjusted to include the amount of any outstanding rollovers, transfers, and recharacterizations
                                            under Q&As 7 and 8 of Treasury Regulation section 1.408-8.



 


		iv.	If
                                            the designated beneficiary is the Roth IRA Owner’s surviving Spouse, the Spouse may
                                            elect to treat the IRA as their own Roth IRA. This election will be deemed to have been made
                                            if such surviving Spouse, who is the sole beneficiary of the Roth IRA, makes a contribution
                                            to the Roth IRA or fails to take a required distribution as a beneficiary.



 


		2.	Provisions
                                            Governing Traditional IRAs Under Code Section 408 – This Plan Section 3.15(B)(2)
                                            will only apply if the IRA created pursuant to this Plan Section 3.15 has been designated
                                            by the IRA Owner as a Traditional IRA.



 


		a.	Contribution
                                            Rules. 



 


		i.	Maximum
                                            Permissible Amount – Except in the case of a rollover contribution (as permitted
                                            by Code sections 402(c), 402(e)(6), 403(a) (4), 403(b)(8), 403(b)(10), 408(d)(3), and 457(e)(16))
                                            or a contribution made in accordance with the terms of a Simplified Employee Pension (SEP)
                                            plan as described in Code section 408(k), no contributions will be accepted unless they are
                                            in cash, and the total of such contributions will not exceed the lesser of 100 percent of
                                            the Traditional IRA Owner’s compensation, or $3,000 for any taxable year beginning
                                            in 2002 through 2004; $4,000 for any taxable year beginning in 2005 through 2007; and $5,000
                                            for any taxable year beginning in 2008 and years thereafter.



 






    
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	 	 	After 2008,
the limit will be adjusted by the Secretary of the Treasury for cost-of-living increases under Code section 219(b)(5)(D). Such adjustments
will be in multiples of $500.
	 	 	 
	 	 	If the Traditional
IRA Owner makes regular contributions to both Traditional and Roth IRAs for a taxable year, the maximum regular contribution that can
be made to all the Traditional IRA Owner’s Traditional IRAs for that taxable year is reduced by the regular contributions made
to the Traditional IRA Owner’s Roth IRAs for the taxable year.



 


		ii.	Catch-up
                                            Contributions – In the case of a Traditional IRA Owner who is age 50 or older by
                                            the close of the taxable year, the annual cash contribution limit is increased by $500 for
                                            any taxable year beginning in 2002 through 2005, and by $1,000 for any taxable year beginning
                                            in 2006 and years thereafter.



 


		iii.	SIMPLE
                                            IRA – No contributions will be accepted under a SIMPLE IRA plan established by
                                            any employer pursuant to Code section 408(p). Also, no transfer or rollover of funds attributable
                                            to contributions made by a particular employer under its SIMPLE IRA plan will be accepted
                                            from a SIMPLE IRA, that is, an IRA used in conjunction with a SIMPLE IRA plan, before the
                                            expiration of the two-year period beginning on the date the employee first participated in
                                            that employer’s SIMPLE IRA plan.



 


		b.	Traditional
                                            IRA Owner Distributions. 



 


		i.	Notwithstanding
                                            any provision of the Plan to the contrary, the distribution of the Traditional IRA Owner’s
                                            interest in this Traditional IRA will be made in accordance with the requirements of Code
                                            sections 408(a)(6) and 408(d) and the corresponding regulations, the provisions of which
                                            are herein incorporated by reference. If distributions are made from an annuity contract
                                            purchased from an insurance company, distributions thereunder must satisfy the requirements
                                            of Q&A 4 of Treasury Regulation section 1.401(a)(9)-6, rather than Plan Section 3.15(B)(2)(b)(ii),
                                            (iii) and (iv) and (B)(2)(c). The required minimum distributions calculated for this Traditional
                                            IRA may be withdrawn from another Traditional IRA of the Traditional IRA Owner in accordance
                                            with Q&A 9 of Treasury Regulation section 1.408-8.



 


		ii.	The
                                            entire value of the account of the Traditional IRA Owner for whose benefit the account is
                                            maintained will begin to be distributed no later than the first day of April following the
                                            calendar year in which such Traditional IRA Owner attains age 701⁄2 (the required beginning
                                            date) over the life of such Traditional IRA Owner or the lives of such Traditional IRA Owner
                                            and their designated beneficiary.



 


		iii.	The
                                            amount to be distributed each year, beginning with the calendar year in which the Traditional
                                            IRA Owner attains age 701⁄2 and continuing through the year of death, will not be less
                                            than the quotient obtained by dividing the value of the Traditional IRA (as modified by Plan
                                            Section 3.15(B)(2)(c)(iii)) as of the end of the preceding year by the distribution period
                                            in the Uniform Lifetime Table in Q&A 2 of Treasury Regulation section 1.401(a)(9)-9,
                                            using the Traditional IRA Owner’s age as of their birthday in the year. However, if
                                            the Traditional IRA Owner’s sole designated beneficiary is their surviving Spouse and
                                            such Spouse is more than 10 years younger than the Traditional IRA Owner, then the distribution
                                            period is determined under the Joint and Last Survivor Table in Q&A 3 of Treasury Regulation
                                            section 1.401(a)(9)-9, using the ages as of the Traditional IRA Owner’s and Spouse’s
                                            birthdays in that year.



 


		iv.	The
                                            required minimum distribution for the year the Traditional IRA Owner attains age 701⁄2
                                            can be made as late as April 1 of the following year. The required minimum distribution for
                                            any other year must be made by the end of such year.



 


		c.	Beneficiary
                                            Rights – If the Traditional IRA Owner dies before their entire interest is distributed
                                            to them, the entire remaining interest will be distributed as follows.



 


		i.	Death
                                            on or After Required Beginning Date – If the Traditional IRA Owner dies on or after
                                            the required beginning date, the remaining portion of their interest will be distributed
                                            as follows.



 


		(a)	If
                                            the designated beneficiary is someone other than the Traditional IRA Owner’s surviving
                                            Spouse, the remaining interest will be distributed over the remaining life expectancy of
                                            the designated beneficiary, with such life expectancy determined using the beneficiary’s
                                            age as of their birthday in the year following the year of the Traditional IRA Owner’s
                                            death, or over the period described in Plan Section 3.15(B)(2)(c)(i)(c), if longer.



 






    
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		(b)	If
                                            the Traditional IRA Owner’s sole designated beneficiary is the Traditional IRA Owner’s
                                            surviving Spouse, the remaining interest will be distributed over such Spouse’s life
                                            or over the period described in Plan Section 3.15(B)(2)(c)(i)(c), if longer. Any interest
                                            remaining after such Spouse’s death will be distributed over such Spouse’s remaining
                                            life expectancy determined using the Spouse’s age as of their birthday in the year
                                            of the Spouse’s death, or, if the distributions are being made over the period described
                                            in Plan Section 3.15(B)(2)(c)(i)(c), over such period.



 


		(c)	If
                                            there is no designated beneficiary, or if applicable by operation of Plan Section 3.15(B)(2)(c)(i)(a)
                                            and (b), the remaining interest will be distributed over the Traditional IRA Owner’s
                                            remaining life expectancy determined in the year of the Traditional IRA Owner’s death.



 


		(d)	The
                                            amount to be distributed each year under Plan Section 3.15(B)(2)(c)(i)(a), (b), and (c) beginning
                                            with the calendar year following the calendar year of the Traditional IRA Owner’s death,
                                            is the quotient obtained by dividing the value of the Traditional IRA as of the end of the
                                            preceding year by the remaining life expectancy specified in Plan Section 3.15(B)(2)(c).
                                            Life expectancy is determined using the Single Life Table in Q&A 1 of Treasury Regulation
                                            section 1.401(a)(9)-9. If distributions are being made to a surviving Spouse as the sole
                                            designated beneficiary, such Spouse’s remaining life expectancy for a year is the number
                                            in the Single Life Table corresponding to such Spouse’s age in the year. In all other
                                            cases, remaining life expectancy for a year is the number in the Single Life Table corresponding
                                            to the designated beneficiary’s or Traditional IRA Owner’s age in the year specified
                                            in Plan Section 3.15(B)(2)(c)(i)(a), (b), and (c) and reduced by one for each subsequent
                                            year.



 


		ii.	Death
                                            Before Required Beginning Date – If the Traditional IRA Owner dies before the required
                                            beginning date, their entire interest will be distributed at least as rapidly as follows.



 


		(a)	If
                                            the designated beneficiary is someone other than the Traditional IRA Owner’s surviving
                                            Spouse, the entire interest will be distributed, starting by the end of the calendar year
                                            following the calendar year of the Traditional IRA Owner’s death, over the remaining
                                            life expectancy of the designated beneficiary, with such life expectancy determined using
                                            the age of the beneficiary as of their birthday in the year following the year of the Traditional
                                            IRA Owner’s death, or, if elected, in accordance with Plan Section 3.15(B)(2)(c)(ii)(c).



 


		(b)	If the Traditional IRA
                                            Owner’s sole designated beneficiary is the Traditional IRA Owner’s surviving
                                            Spouse, the entire interest will be distributed, starting by the end of the calendar year
                                            following the calendar year of the Traditional IRA Owner’s death (or by the end of
                                            the calendar year in which the Traditional IRA Owner would have attained age 701⁄2,
                                            if later), over such Spouse’s life, or, if elected, in accordance with Plan Section
                                            3.15(B)(2)(c)(ii)(c). If the surviving Spouse dies before distributions are required to begin,
                                            the remaining interest will be distributed, starting by the end of the calendar year following
                                            the calendar year of the Spouse’s death, over the Spouse’s designated beneficiary’s
                                            remaining life expectancy determined using such beneficiary’s age as of their birthday
                                            in the year following the death of the Spouse, or, if elected, will be distributed in accordance
                                            with Plan Section 3.15(B)(2)(c)(ii)(c). If the surviving Spouse dies after distributions
                                            are required to begin, any remaining interest will be distributed over the Spouse’s
                                            remaining life expectancy determined using the Spouse’s age as of their birthday in
                                            the year of the Spouse’s death.



 


		(c)	If
                                            there is no designated beneficiary, or if applicable by operation of Plan Section 3.15(B)(2)(c)(ii)(a)
                                            and (b), the entire interest will be distributed by the end of the calendar year containing
                                            the fifth anniversary of the Traditional IRA Owner’s death (or of the Spouse’s
                                            death in the case of the surviving Spouse’s death before distributions are required
                                            to begin under Plan Section 3.15(B)(2)(c)(ii)(b)).



 


		(d)	The
                                            amount otherwise to be distributed each year under this Plan Section 3.15(B)(2)(c)(ii)(a)
                                            and (b) is the quotient obtained by dividing the value of the IRA as of the end of the preceding
                                            year by the remaining life expectancy specified in such paragraph. Life expectancy is determined
                                            using the Single Life Table in Q&A 1 of Treasury Regulation section 1.401(a)(9)-9. If
                                            the distributions are being made to a surviving Spouse as the sole designated beneficiary,
                                            such Spouse’s remaining life expectancy for a year is the number in the Single Life
                                            Table corresponding to such Spouse’s age in the year. In all other cases, remaining
                                            life expectancy for a year is the number in the Single Life Table corresponding to the beneficiary’s
                                            age in the year specified in Plan Section 3.15(B)(2)(a) or (b) and reduced by one for each
                                            subsequent year.



 


		iii.	The
                                            value of the Traditional IRA for purposes of this section is the prior December 31 balance
                                            adjusted to include the amount of any outstanding rollovers, transfers and recharacterizations
                                            under Treasury Regulation section 1.408-8, Q&As 7 and 8.



 


		iv.	If the designated beneficiary
                                            is the Traditional IRA Owner’s surviving Spouse, the Spouse may elect to treat the
                                            Traditional IRA as their own Traditional IRA. This election will be deemed to have been made
                                            if such surviving Spouse, who is the sole beneficiary of the Traditional IRA, makes a contribution
                                            to the Traditional IRA or fails to take required distributions as a beneficiary.



 






    
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		3.16	IN-PLAN
                                            ROTH ROLLOVERS



 


		A.	Eligibility
                                            – If elected by the Adopting Employer in the Adoption Agreement, Recipients may
                                            complete Direct In-Plan Roth Rollovers. Unless otherwise elected in the Adoption Agreement,
                                            a Plan that allows Direct In-Plan Roth Rollovers will allow Direct In-Plan Roth Rollovers
                                            of all non-Roth contributions.



 


If
elected by the Adopting Employer in the Adoption Agreement, Recipients may complete Indirect In-Plan Roth Rollovers for any Eligible
Rollover Distribution from the Plan.


 


Unless
otherwise elected in the Adoption Agreement, Recipients may complete an unlimited number of In-Plan Roth Rollovers.


 


		B.	Separate
                                            Accounting – Contributions and withdrawals of In-Plan Roth Rollover contributions
                                            will be credited and debited to an In-Plan Roth Rollover account maintained for each Participant.
                                            The Plan will maintain a record of the amount of In-Plan Roth Rollover contributions in each
                                            Participant’s Individual Account. Gains, losses, and other credits or charges must
                                            be separately allocated on a reasonable and consistent basis to each Participant’s
                                            In-Plan Roth Rollover account and the Participant’s other accounts under the Plan.



 


No
contributions other than In-Plan Roth Rollover contributions and properly attributable earnings will be credited to each Participant’s
In-Plan Roth Rollover account.


 


		C.	Distributable
                                            Events – Unless otherwise elected in the Adoption Agreement, a Recipient may complete
                                            a Direct In-Plan Roth Rollover at any time. Unless otherwise elected in the Adoption Agreement,
                                            a Recipient does not have to be fully Vested in an eligible account to complete a Direct
                                            In-Plan Roth Rollover.



 


If a Recipient
completes a Direct In-Plan Roth Rollover of an amount that is eligible for distribution under the Code and/or Treasury Regulations, the
Plan Administrator, in a uniform and nondiscriminatory manner and as allowed under the Code and rules promulgated by the IRS, may establish
operational procedures allowing a Recipient to elect to gross-up their distribution for voluntary tax withholding purposes.


 


Except for
amounts withheld pursuant to a voluntary withholding election by the Recipient, Direct In-Plan Roth Rollovers will not be considered
distributions from the Plan for the purposes of Code sections 72(p), 401(a)(11), 411(d)(6)(B)(ii) or other Code sections pursuant to
rules promulgated by the IRS.


 


		D.	Loans
                                            – If elected by the Adopting Employer in the Adoption Agreement, a Recipient may
                                            include any outstanding loan amount attributable to an eligible account in a Direct In-Plan
                                            Roth Rollover. Loan amounts included in a Direct In-Plan Roth Rollover will continue to be
                                            subject to the Plan’s loan rules and the Plan’s loan policy. In addition, the
                                            terms of the Loan must remain the same following the Direct In-Plan Roth Rollover.



 


If
the Participant’s Individual Account contains In-Plan Roth Rollover contributions, the specific rules governing the loan program
may also designate the extent to which In-Plan Roth Rollover contributions will 1) be used to calculate the maximum amount available
for a loan, or 2) be available as a source from which loan proceeds may be taken or which may be used as security for a loan. To the
extent permitted by law and related regulations, the rules established by the Plan Administrator may specify the ordering rules to be
applied in the event of a defaulted loan.


 


SECTION FOUR: VESTING
AND FORFEITURES


 


		4.01	DETERMINING
                                            THE VESTED PORTION OF PARTICIPANT INDIVIDUAL ACCOUNTS



 


		A.	Determining
                                            the Vested Portion – In determining the Vested portion of a Participant’s
                                            Individual Account, the following rules apply.



 


		1.	Employer
                                            Contributions – The Vested portion of a Participant’s Individual Account
                                            derived from Employer Contributions other than Elective Deferrals is determined by applying
                                            the vesting schedule(s) selected in the Adoption Agreement (or the vesting schedule(s) described
                                            in Plan Section 4.01(B) if the Plan is a Top-Heavy Plan). In the event that there is not
                                            a vesting schedule option provided in the Adoption Agreement, a Participant will be fully
                                            Vested in their Individual Account at all times.



 


		2.	Other Contributions
                                            – A Participant is fully Vested in their rollover contributions and transfer contributions
                                            (subject to the exceptions provided in Plan Section 3.08), Elective Deferrals, Deductible
                                            Employee Contributions, Nondeductible Employee Contributions, Qualified Matching Contributions,
                                            and Qualified Nonelective Contributions, and any earnings thereon. No Forfeiture will occur
                                            solely as a result of an Employee’s withdrawal of such contributions. Separate accounts
                                            for such contributions will be maintained for each Employee, including separate accounts
                                            for Pre-Tax Elective Deferrals and Roth Elective Deferrals. Each account will be credited
                                            with the applicable contributions and earnings thereon.



 






    
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		3.	Fully
                                            Vested Under Certain Circumstances – Full vesting of Individual Accounts occurs
                                            when:


 


		a.	the
                                            Employee reaches Normal Retirement Age;



 


		b.	the
                                            Plan is terminated or partially terminated, as defined by rules promulgated by the IRS, and
                                            the Participant is an affected participant; or



 


		c.	there
                                            exists a complete discontinuance of contributions under the Plan and the Participant is an
                                            affected participant.



 


Further, unless
otherwise elected in the Adoption Agreement, an Employee is fully Vested if the Employee dies, incurs a Disability, or satisfies the
conditions for Early Retirement Age (if applicable). Notwithstanding the preceding, the portion of an Employee’s Individual Account
attributable to Employer Profit Sharing Contributions or Employer Money Purchase Pension Contributions that are made based on their imputed
Compensation on account of incurring a Disability will be fully Vested at all times.


 


		4.	Participants
                                            under a Prior Plan Document – If a Participant was a participant under a Prior
                                            Plan Document on the Effective Date, their Vested percentage will not be less than it would
                                            have been under such Prior Plan Document as computed on the Effective Date.



 


		5.	SIMPLE
                                            401(k) Exception – Notwithstanding anything in this Plan to the contrary, all benefits
                                            attributable to contributions described in Plan Section 3.01(I) are nonforfeitable at all
                                            times, and all previous contributions made under the Plan are nonforfeitable as of the beginning
                                            of the SIMPLE 401(k) Year in which the SIMPLE 401(k) Plan is adopted.



 


		6.	ADP
                                            Test Safe Harbor Contribution Exception – Notwithstanding anything in this Plan
                                            to the contrary, all benefits attributable to ADP Test Safe Harbor Contributions will be
                                            nonforfeitable at all times.



 


		7.	ACP
                                            Test Safe Harbor Matching Contributions – Notwithstanding anything in this Plan
                                            to the contrary, ACP Test Safe Harbor Matching Contributions will be Vested as indicated
                                            in the Matching Contributions vesting schedule in the Adoption Agreement, but, in any event,
                                            such contributions will be fully Vested upon an Employee’s attainment of Normal Retirement
                                            Age, upon the complete or partial termination of the Plan, or upon the complete discontinuance
                                            of Employer Contributions.



 


		8.	Employer
                                            Prevailing Wage Contributions – Notwithstanding anything in this Plan to the contrary,
                                            contributions made by an Employer pursuant to Plan Section 3.04(B)(3) will be nonforfeitable
                                            at all times.



 


A Participant
will not be fully Vested in their Individual Account solely on account of a transaction described in Code section 414(l), except as otherwise
provided therein.


 


		B.	Minimum
                                            Vesting Schedule for Top-Heavy Plans – The following vesting provisions apply for
                                            any Plan Year in which this Plan is a Top-Heavy Plan.



 


Notwithstanding
the other provisions of this Plan Section 4.01 (unless those provisions provide for more rapid vesting), the top-heavy Vested portion
of a Participant’s Individual Account derived from Employer Contributions and Forfeitures is determined by applying the vesting
schedule(s) selected in the Adoption Agreement for the source to which the contribution is attributable.


 


The vesting
schedule(s) selected in the Adoption Agreement applies to all benefits within the meaning of Code section 411(a)(7), except for those
benefits that are nonforfeitable under the Code (e.g., Nondeductible Employee Contributions, including benefits accrued before the effective
date of Code section 416 and benefits accrued before the Plan became a Top-Heavy Plan, Elective Deferrals, Qualified Nonelective Contributions,
Qualified Matching Contributions, and ADP Test Safe Harbor Contributions). Further, no decrease in a Participant’s Vested percentage
may occur in the event the Plan’s status as a Top-Heavy Plan changes for any Plan Year. However, this Plan Section 4.01(B) does
not apply to the Individual Account of any Employee who does not have an Hour of Service after the Plan has initially become a Top-Heavy
Plan, and such Employee’s Individual Account attributable to Employer Contributions and Forfeitures will be determined without
regard to this Plan Section 4.01(B).


 


		C.	Termination
                                            of Employment – If a Participant incurs a Termination of Employment, any portion
                                            of their Individual Account which is not Vested may be held in a Forfeiture account. Such
                                            Forfeiture account will share in any increase or decrease in the fair market value of the
                                            assets of the Fund in accordance with Plan Section 7.02(B). The disposition of such Forfeiture
                                            account will be as follows.



 


		1.	Cashout of Certain
                                            Terminated Participants – If the Vested value of a terminated Participant’s
                                            Individual Account does not exceed $1,000 (or such other cashout level specified in the Adoption
                                            Agreement), the Vested value of the Participant’s Individual Account may be paid from
                                            the Plan pursuant to Plan Sections 5.01(B)(1) and 5.04(A), subject to a uniform and nondiscriminatory
                                            policy established by the Plan Administrator. The portion which is not Vested will be treated
                                            as a Forfeiture and applied in accordance with Plan Section 3.04(C). If a Participant would
                                            have received the Vested portion of their Individual Account pursuant to the previous sentence
                                            but for the fact that the Participant’s Vested Individual Account exceeded the cashout
                                            amount when the Participant terminated service, and if at a later time such Individual Account
                                            is reduced such that it is not greater than the cashout level, the Vested portion of the
                                            Participant’s Individual Account will be paid from the Plan and the portion that
is not Vested will be treated as a Forfeiture and applied in accordance with Plan Section 3.04(C). For purposes of this Plan Section,
if the value of the Vested portion of a Participant’s Individual Account is zero, the Participant will be deemed to have received
a distribution of such Vested Individual Account.



 






    
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		2.	Terminated
                                            Participants Who Elect to Receive Distributions – If such terminated Participant
                                            elects to receive a distribution of the entire Vested portion of their Individual Account
                                            in accordance with Plan Section 5.01(B)(2), the portion that is not Vested will be treated
                                            as a Forfeiture. Such Forfeiture will be applied in accordance with Plan Section 3.04(C).
                                            If such terminated Participant elects to receive a partial distribution of their Vested Individual
                                            Account, no Forfeiture may occur until the Participant elects to receive the remaining portion
                                            of their Vested Individual Account.



 


		3.	Reemployed
                                            Participants Who Received Distributions – If such Participant is deemed to receive
                                            a distribution pursuant to Plan Section 4.01(C)(1) and the Participant subsequently resumes
                                            employment before the date the Participant incurs five consecutive Breaks in Vesting Service,
                                            upon the reemployment of such Participant, the Employer-derived Individual Account balance
                                            will be restored to the amount on the date of the deemed distribution. If such Participant
                                            receives a distribution pursuant to Plan Section 4.01(C)(1) or (2) and the Participant subsequently
                                            resumes employment, the Participant’s Employer-derived Individual Account balance will
                                            be restored to the amount on the date of distribution if the Participant repays to the Plan
                                            the full amount of the distribution that was subject to a vesting schedule before the earlier
                                            of



 


		a.	five
                                            years after the first date on which the Participant is subsequently reemployed by the Employer,
                                            or



 


		b.	the
                                            date the Participant incurs five consecutive Breaks in Vesting Service following the date
                                            of the distribution.



 


Any restoration
of a Participant’s Individual Account pursuant to this Plan Section 4.01(C)(3) will be made from other Forfeitures, income or gain
to the Fund, or contributions made by the Employer.


 


		4.	Reemployed
                                            Participants Who Did Not Receive Distributions – If such Participant neither receives
                                            nor is deemed to receive a distribution pursuant to Plan Section 4.01(C)(1) or (2), and the
                                            Participant returns to the service of the Employer before incurring five consecutive Breaks
                                            in Vesting Service, there will be no Forfeiture. Rather, the amount in such Forfeiture account
                                            will be restored to such Participant’s Individual Account.



 


		D.	Vesting
                                            Breaks in Service



 


		1.	Vesting
                                            of Pre-Break Accruals – Years of Vesting Service (Periods of Service, if applicable)
                                            credited after a Participant incurs five consecutive Breaks in Vesting Service will be disregarded
                                            in determining the Vested portion of such Participant’s Individual Account that was
                                            accrued before the five consecutive Breaks in Vesting Service. If a Participant who has neither
                                            received a distribution nor has been deemed to receive a distribution incurs five consecutive
                                            Breaks in Vesting Service, the portion of the Participant’s Individual Account that
                                            is not Vested will be treated as a Forfeiture and applied in accordance with Plan Section
                                            3.04(C).



 


		2.	Vesting
                                            of Post-Break Accruals – Years of Vesting Service (Periods of Service, if applicable)
                                            credited before a Break in Vesting Service will apply for purposes of determining the Vested
                                            portion of a Participant’s Individual Account that is accrued after such Break in Vesting
                                            Service. Notwithstanding the preceding, if elected in the Adoption Agreement, Years of Vesting
                                            Service credited before a Break in Vesting Service will not be taken into account until the
                                            Participant has completed a Year of Vesting Service (Period of Service, if applicable) after
                                            returning to employment, if applicable.



 


		E.	Distribution
                                            Before Full Vesting – If a distribution is made to a Participant who was not then
                                            fully Vested in their Individual Account derived from Employer Contributions, and if the
                                            Participant may increase their Vested percentage in their Individual Account, then the following
                                            rules will apply:



 


		1.	a
                                            separate account will be established for the Participant’s interest in the Plan as
                                            of the time of the distribution, and



 


		2.	at
                                            any relevant time, the Participant’s Vested portion of the separate account will be
                                            equal to an amount (“X”) determined in accordance with either the standard formula
                                            or the alternative formula. The applicable formula must be used in a uniform and nondiscriminatory
                                            manner.



 


Standard
Formula: X = P (AB + (R x D)) – (R x D)


 


Alternative Formula: X = P (AB+D) – D


 


For purposes
of the standard and alternative formulas described above, “P” is the Vested percentage at the relevant time; “AB”
is the separate account balance at the relevant time; “D” is the amount of the distribution; and “R” is the ratio
of the separate account balance at the relevant time to the separate
account balance after distribution.


 






    
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		F.	QACA
                                            ADP Test Safe Harbor Contributions – Notwithstanding anything in this Plan to the
                                            contrary, QACA ADP Test Safe Harbor Contributions will be Vested as indicated in the Adoption
                                            Agreement over a period that may not exceed two years. If no election is made, all benefits
                                            attributable to such contributions will be fully Vested at all times. In addition, such contributions
                                            will be fully Vested upon an Employee’s attainment of Normal Retirement Age, upon the
                                            complete or partial termination of the Plan, or upon the complete discontinuance of Employer
                                            Contributions.



 


		G.	QACA
                                            ACP Test Safe Harbor Matching Contributions– Notwithstanding anything in this Plan
                                            to the contrary, QACA ACP Test Safe Harbor Matching Contributions will be Vested according
                                            to the vesting provisions for Matching Contributions selected in the Adoption Agreement,
                                            but, in any event, such contributions will be fully Vested upon an Employee’s attainment
                                            of Normal Retirement Age, upon the complete or partial termination of the Plan, or upon the
                                            complete discontinuance of Employer Contributions.



 


		4.02	100
                                            PERCENT VESTING OF CERTAIN CONTRIBUTIONS



 


The Participant’s
accrued benefit derived from Elective Deferrals, Qualified Nonelective Contributions, ADP Test Safe Harbor Contributions, Nondeductible
Employee Contributions, and Qualified Matching Contributions is nonforfeitable. Separate accounts for Pre-Tax Elective Deferrals, Roth
Elective Deferrals, Qualified Nonelective Contributions, Nondeductible Employee Contributions, Matching Contributions, and Qualified
Matching Contributions will be maintained for each Participant. Each account will be credited with the applicable contributions and earnings
thereon.


 


		4.03	FORFEITURES
                                            AND VESTING OF MATCHING CONTRIBUTIONS



 


Matching Contributions,
other than Qualified Matching Contributions, will be Vested in accordance with the vesting schedule for Matching Contributions in the
Adoption Agreement. In any event, an Employee’s Matching Contributions will be fully Vested at Normal Retirement Age, upon the
complete termination of the Plan, or, for affected participants, upon the partial termination or complete discontinuance of Employer
Contributions. Matching Contributions or Qualified Matching Contributions must be forfeited if the contributions to which they relate
are Excess Elective Deferrals (unless the Excess Elective Deferrals are for non-Highly Compensated Employees, in which event the Plan
Administrator will have discretion as to whether such amounts will be forfeited), Excess Contributions, Excess Aggregate Contributions,
or Excess Annual Additions that are distributed pursuant to Plan Section 3.12(A)(4). Such Forfeitures will be allocated in accordance
with Plan Section 3.04(C).


 


When a Participant
incurs a Termination of Employment, whether a Forfeiture arises with respect to Matching Contributions will be determined in accordance
with Plan Section 4.01(C).


 


		4.04	FORFEITURES
                                            OF QACA ADP TEST SAFE HARBOR CONTRIBUTIONS AND QACA ACP TEST SAFE HARBOR MATCHING CONTRIBUTIONS



 


Notwithstanding
any other provisions of the Plan, QACA Basic Matching Contributions, QACA Enhanced Matching Contributions, or QACA ACP Test Safe Harbor
Matching Contributions must be forfeited if the contributions to which they relate are Excess Elective Deferrals (unless the Excess Elective
Deferrals are for non-Highly Compensated Employees, in which event the Plan Administrator will have discretion as to whether such amounts
will be forfeited), or Excess Annual Additions that are distributed according to provisions in Plan Section 3.12. Such Forfeitures will
be allocated in accordance with Plan Section 3.04(C) as it relates to Matching Contributions.


 


Matching
Contributions (adjusted for gain or loss) that have been allocated to a Contributing Participant’s account under the EACA or QACA
provisions, and that relate to Elective Deferrals permissively withdrawn, must be forfeited. Such Forfeitures will be allocated in accordance
with Plan Section 3.04(C) as it relates to Matching Contributions.


 


When
a Participant incurs a Termination of Employment, whether a Forfeiture arises, with respect to QACA Basic Matching Contributions, QACA
Enhanced Matching Contributions, QACA Safe Harbor Nonelective Contributions, or QACA ACP Test Safe Harbor Matching Contributions, will
be determined in accordance with Plan Section 4.01(C).


 


SECTION FIVE: DISTRIBUTIONS
AND LOANS TO PARTICIPANTS


 


		5.01	DISTRIBUTIONS



 


		A.	Eligibility
                                            for Distributions



 


		1.	Entitlement
                                            to Distribution – The Vested portion of a Participant’s Individual Account
                                            attributable to Employer Contributions (including ACP Test Safe Harbor Matching Contributions
                                            and QACA ACP Test Safe Harbor Matching Contributions) other than those described in Plan
                                            Section 5.01(A)(2) will be distributable to the Participant upon 1) the Participant satisfying
                                            the distribution eligibility requirements specified in the Adoption Agreement, 2) the Participant’s
                                            Termination of Employment after attaining Normal Retirement Age, 3) the termination of the
                                            Plan, or 4)
if the Plan designates an Early Retirement Age, the Participant’s Termination of Employment after satisfying any Early
Retirement Age conditions. Such Employer Contributions will also be distributed to the Beneficiary upon the Participant’s
death. If a Participant separates from service before satisfying the Early Retirement Age requirement, but has satisfied the service
requirement, the Participant will be entitled to elect an early retirement benefit upon satisfying such age requirement. With
respect to item 1) above, if the Adoption Agreement does not allow an Employer to specify distribution eligibility requirements, the
Vested portion of a Participant’s Individual Account will be distributable to the Participant upon the Participant’s
Termination of Employment, attainment of Normal Retirement Age, Disability, attainment of age 591⁄2 (if this Plan is a profit
sharing or 401(k) plan), or the termination of the Plan. If a Participant who is entitled to a distribution is not legally competent
to request or consent to a distribution, the Participant’s court-appointed guardian, an attorney-in-fact acting under a valid
power of attorney, or any other individual or entity authorized under state law to act on behalf of the Participant, may request and
accept a distribution of the Vested portion of a Participant’s Individual Account under this Plan Section 5.01(A).



 






    
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		2.	Special
                                            Requirements for Certain 401(k) Contributions – Elective Deferrals, Qualified Nonelective
                                            Contributions, Qualified Matching Contributions, and income allocable to each are not distributable
                                            to a Participant or their Beneficiary or Beneficiaries, in accordance with such Participant’s
                                            or Beneficiaries’ election, earlier than upon the Participant’s Severance from
                                            Employment, death, or Disability, except as listed below.



 


Such
amounts may also be distributed upon any one of the following events:


 


		a.	termination
                                            of the Plan without the establishment of another defined contribution plan, other than an
                                            employee stock ownership plan (as defined in Code section 4975(e) or Code section 409), a
                                            simplified employee pension plan (as defined in Code section 408(k)), a SIMPLE IRA Plan (as
                                            defined in Code section 408(p)), a plan or contract described in Code section 403(b), or
                                            a plan described in Code section 457(b) or (f), at any time during the period beginning on
                                            the date of Plan termination and ending twelve months after all assets have been distributed
                                            from the Plan;



 


		b.	attainment
                                            of age 591⁄2 in the case of a profit sharing plan, if elected in the Adoption Agreement.
                                            Notwithstanding the preceding, where no election is available in the Adoption Agreement,
                                            distribution of Elective Deferrals will be permitted upon the attainment of age 591⁄2;



 


		c.	existence
                                            of a hardship incurred by the Participant as described in Plan Section 5.01(C)(2)(b), if
                                            elected in the Adoption Agreement. Notwithstanding the preceding, where no election is available
                                            in the Adoption Agreement, distribution of Elective Deferrals will be permitted upon the
                                            existence of a hardship as described in Plan Section 5.01(C)(2)(b);



 


		d.	unless
                                            otherwise elected in the Adoption Agreement, existence of a Deemed Severance from Employment
                                            under Code section 414(u)(12) (B) during
a period of uniformed services as defined in Code section 3401(h)(2)(A). Notwithstanding the preceding, where no election is available
in the Adoption Agreement, distribution of Elective Deferrals will be permitted upon a Deemed Severance from Employment. If an individual
receives a distribution due to a Deemed Severance from Employment, the individual may not make an Elective Deferral or Nondeductible
Employee Contribution during the six-month period beginning on the date of the distribution. However, a distribution under this provision
that is also a qualified reservist distribution within the meaning of Code section 72(t)(2)(G)(iii) is not subject to the six-month suspension
of Elective Deferrals; or



 


		e.	a
                                            federally declared disaster as described in Plan Section 5.01(D)(4).



 


All distributions
that may be made pursuant to one or more of the preceding distribution eligibility requirements are subject to the spousal and Participant
consent requirements (if applicable) contained in Code section 401(a)(11) and 417. In addition, distributions that are triggered by either
a., b., or c. above must be made in a lump sum.


 


Notwithstanding
the preceding, ADP Test Safe Harbor Contributions or QACA ADP Test Safe Harbor Contributions are subject to the same distribution restrictions
as listed above for Elective Deferrals, except that no distribution can be made from ADP Test Safe Harbor Contributions or QACA ADP Test
Safe Harbor Contributions due to the existence of a hardship as described in Plan Section 5.01(C)(2).


 


Notwithstanding
the preceding, unless otherwise elected in the Adoption Agreement, contributions made to the Plan under the EACA or QACA provisions of
the Plan may be distributed as permissible withdrawals in accordance with the following:


 


Permissible
Withdrawals – Elective Deferrals made according to the Plan under either the EACA or the QACA (provided the QACA otherwise
satisfies Code section 414(w)) provisions may be withdrawn from the Plan penalty free if the following conditions are satisfied.
First, the permissible withdrawal is made pursuant to an election to withdraw by the Participant. Second, unless otherwise elected
in the Adoption Agreement, the election to withdraw made by the Participant is made no later than the date that is 30 days after the
date of the first Elective Deferral of such Participant made under either the EACA or QACA provisions (i.e., after the pay date the
Compensation would otherwise have been included in gross income). For purposes of determining the date of the first default elective
contribution, all EACAs under the Plan covering Employees who cannot be disaggregated under Code section 410(b) must be aggregated.
Third, the permissible withdrawal consists of Elective Deferrals (adjusted for gain or loss) made to the Plan under the EACA or QACA
provisions through the effective date of the election. The effective date of the election to withdraw will be no later than the
earlier of 1) the pay date for the second payroll period beginning after the election is made, or 2) the first pay date that
occurs at least 30 days after the election was made.


 






    
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An
affirmative election made by a Participant will not restrict their right to take a permissible withdrawal provided the conditions
above are satisfied. Matching Contributions (adjusted for gain or loss) that have been allocated to a Participant’s account
under the EACA or QACA provisions, and that relate to Elective Deferrals permissively withdrawn, must be forfeited and excluded from
nondiscrimination testing. Such Forfeitures will be allocated in accordance with Plan Section 3.04(C) as it relates to
Matching Contributions. Matching Contributions need not be made if the Elective Deferrals to which they relate are withdrawn before
the date the Matching Contributions would otherwise have been allocated.


 


Distributions
made pursuant to the permissible withdrawal provisions found in this Plan Section 5.01(A)(2) are not subject to the spousal and Participant
consent requirements (if applicable) contained in Code section 401(a)(11) and 417.


 


For years beginning
after 2005, if both Pre-Tax Elective Deferrals and Roth Elective Deferrals were made for the year, the Plan Administrator, in a uniform
and nondiscriminatory manner, may establish operational procedures, including ordering rules as permitted under the law and related regulations,
that specify whether distributions, including corrective distributions of Excess Elective Deferrals, Excess Contributions, Excess Aggregate
Contributions, or Excess Annual Additions, will consist of a Participant’s Pre-Tax Elective Deferrals, Roth Elective Deferrals,
or a combination of both, to the extent such type of Elective Deferral was made for the year. The operational procedures may include
an option for Participants to designate whether the distribution is being made from Pre-Tax or Roth Elective Deferrals.


 


		3.	Distribution
                                            Request: When Distributed – A Participant or Beneficiary entitled to a distribution
                                            who wishes to receive a distribution must submit a
request (either in writing or in any other form permitted under rules promulgated by the IRS and DOL) to the Plan Administrator. If required
in writing, such request will be made upon a form provided or approved by the Plan Administrator. Unless otherwise elected in the Adoption
Agreement, upon a valid request, the Plan Administrator will direct the Trustee (or Custodian, if applicable) to commence distribution
as soon as administratively feasible after the request is received.



 


Distributions
will be made based on the value of the Vested portion of the Individual Account available at the time of actual distribution. To the
extent the distribution request is for an amount greater than the Individual Account, the Trustee (or Custodian, if applicable) will
be entitled to distribute the entire Vested portion of the Individual Account.


 


		B.	Distributions
                                            Upon Termination of Employment



 


		1.	Individual
                                            Account Balances Less Than or Equal to Cashout Level – If the value of the Vested
                                            portion of a Participant’s Individual Account does not exceed the cashout level, the
                                            following rules will apply regarding Plan Section 4.01(C)(1).



 


		a.	If
                                            the value of the Vested portion of a Participant’s Individual Account does not qualify
                                            as an Eligible Rollover Distribution, distribution from the Plan may be made to the Participant
                                            in a single lump sum in lieu of all other forms of distribution under the Plan.



 


		b.	Unless
                                            otherwise elected in the Adoption Agreement, if the value of the Vested portion of a Participant’s
                                            Individual Account does not exceed $1,000 and qualifies as an Eligible Rollover Distribution,
                                            and the Participant does not elect to have such distribution paid directly to an Eligible
                                            Retirement Plan specified by the Participant in a Direct Rollover or to receive the distribution
                                            in accordance with this Section Five of the Plan, distribution will be made to the Participant
                                            in a single lump sum in lieu of all other forms of distribution under the Plan.



 


		c.	If
                                            the value of the Vested portion of a Participant’s Individual Account exceeds $1,000
                                            and qualifies as an Eligible Rollover Distribution, and if the Participant does not elect
                                            to have such distribution paid directly to an Eligible Retirement Plan specified by the Participant
                                            in a Direct Rollover or to receive the distribution in accordance with this Section Five
                                            of the Plan, distribution will be paid by the Plan Administrator in a Direct Rollover to
                                            an individual retirement arrangement (as described in Code section 408(a), 408(b) or 408A)
                                            designated by the Plan Administrator.



 


Distributions
made under this paragraph will occur following the Participant’s Termination of Employment in accordance with a uniform and nondiscriminatory
schedule established by the Plan Administrator. Notwithstanding the preceding, if the Participant is reemployed by the Employer before
the occurrence of the distribution, no distribution will be made under this paragraph.


 


Unless otherwise
elected in the Adoption Agreement, the value of the Participant’s Vested Individual Account for purposes of this paragraph will
be determined by including rollover contributions (and earnings allocable thereto) within the meaning of Code sections 402(c), 403(a)(4),
403(b)(8), 408(d)(3)(a)(ii), and 457(e)(16). If rollovers were previously included in determining the value of the Participant’s
Vested Individual Account for purposes of this paragraph, any Adoption Agreement election to exclude rollovers will be effective prospectively
as of the date the Adoption Agreement was amended.


 






    
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		2.	Individual
                                            Account Balances Exceeding Cashout Level – If distribution in the form of a Qualified
                                            Joint and Survivor Annuity is required with respect to a Participant and either the value
                                            of the Participant’s Vested Individual Account exceeds the cashout level or there are
                                            remaining payments to be made with respect to a particular distribution option that previously
                                            commenced, and if the Individual Account is immediately distributable, the Participant must
                                            consent to any distribution of such Individual Account.



 


If distribution
in the form of a Qualified Joint and Survivor Annuity is not required with respect to a Participant and the value of such Participant’s
Vested Individual Account exceeds the cashout level, and if the Individual Account is immediately distributable, the Participant must
consent to any distribution of such Individual Account.


 


The consent
of the Participant and the Participant’s Spouse will be obtained (either in writing or in any other form permitted under rules
promulgated by the IRS and DOL) within the 180-day period ending on the Annuity Starting Date. The Plan Administrator shall notify the
Participant and the Participant’s Spouse of the right to defer any distribution until the Participant’s Individual Account
is no longer immediately distributable and, for Plan Years beginning after December 31, 2006, the consequences of failing to defer any
distribution. Such notification will include a general description of the material features, and an explanation of the relative values
of the optional forms of benefit available under the Plan in a manner that would satisfy the notice requirements of Code section 417(a)(3),
and a description of the consequences of failing to defer a distribution, and will be provided no less than 30 days and no more than
180 days before the Annuity Starting Date.


 


If
a distribution is one to which Code sections 401(a)(11) and 417 do not apply, such distribution may commence less than 30 days after
the notice required in Treasury Regulation section 1.411(a)-11(c) is given, provided that:


 


		a.	the
                                            Plan Administrator clearly informs the Participant that the Participant has a right to a
                                            period of at least 30 days after receiving the notice to consider the decision of whether
                                            or not to elect a distribution (and, if applicable, a particular distribution option), and



 


		b.	the
                                            Participant, after receiving the notice, affirmatively elects a distribution.



 


Notwithstanding
the preceding, only the Participant need consent to the commencement of a distribution that is either made in the form of a Qualified
Joint and Survivor Annuity or is made from a Plan that meets the Retirement Equity Act safe harbor rules of Plan Section 5.10(E), while
the Individual Account is immediately distributable. Neither the consent of the Participant nor the Participant’s Spouse will be
required to the extent that a distribution is required to satisfy Code section 401(a)(9) or Code section 415. In addition, upon termination
of this Plan, if the Plan does not offer an annuity option (purchased from a commercial provider), the Participant’s Individual
Account may, without the Participant’s consent, be distributed to the Participant or transferred to another defined contribution
plan (other than an employee stock ownership plan as defined in Code section 4975(e)(7)) within the same controlled group.


 


An Individual
Account is immediately distributable if any part of the Individual Account could be distributed to the Participant (or surviving Spouse)
before the Participant attains or would have attained (if not deceased) the later of Normal Retirement Age or age 62.


 


		3.	Distribution
                                            Before Attainment of Normal Retirement Age – Unless otherwise elected in the Adoption
                                            Agreement, a Participant who has incurred a Termination of Employment before attaining Normal
                                            Retirement Age may elect to receive a distribution of Matching Contributions, Employer Profit
                                            Sharing Contributions, and Employer Money Purchase Pension Contributions, as applicable.
                                            Unless otherwise elected in the Adoption Agreement, a Participant who has incurred a Severance
                                            from Employment before attaining Normal Retirement Age may elect to receive a distribution
                                            with regard to Qualified Matching Contributions, Elective Deferrals, and Qualified Nonelective
                                            Contributions, and the Vested portions of ADP Test Safe Harbor Contributions and QACA ADP
                                            Test Safe Harbor Contributions.



 


		C.	Distributions
                                            During Employment



 


		1.	In-Service
                                            Distributions – Unless otherwise elected in the Adoption Agreement, if this is
                                            a profit sharing plan, a Participant who is not otherwise eligible to receive a distribution
                                            of their Individual Account may elect to receive an in-service distribution of all or part
                                            of the Vested portion of their Individual Account attributable to Employer Contributions,
                                            other than those described in Plan Sections 5.01(A)(2) and 5.01(C)(2)(b), upon meeting one
                                            of the following requirements.



 


		a.	Participant
                                            for Five or More Years – An Employee who has been a Participant in the Plan for
                                            five or more years may withdraw up to the entire Vested portion of their Individual Account.



 


		b.	Participant
                                            for Less than Five Years – An Employee who has been a Participant in the Plan for
                                            less than five years may withdraw only the amount that has been in their Individual Account
                                            attributable to Employer Contributions for at least two full Plan Years, measured from the
                                            date such contributions were allocated.



 






    
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If elected
in the Adoption Agreement, a Participant in a money purchase pension plan who is not otherwise eligible to receive a distribution of
their Individual Account may take a distribution of all or a part of their Individual Account when they reach age 62.


 


If the Plan
is a profit sharing plan, a Participant who is not otherwise eligible to receive a distribution of their Individual Account may elect
to receive an in-service distribution of all or part of the Vested portion of their Individual Account attributable to transfers of money
purchase pension contributions when they are eligible to receive an in-service distribution of any Employer Contributions under the Plan.
Notwithstanding the forgoing, if any Employer Contributions are available for an in-service distribution prior to age 62, amounts attributable
to transfers of money purchase pension contributions will be available for an in-service distribution at age 62.


 


All in-service
distributions are subject to the requirements of Plan Section 5.10, as applicable.


 


		2.	Hardship
                                            Withdrawals 



 


		a.	Hardship
                                            Withdrawals of Matching Contributions and Employer Profit Sharing Contributions –
                                            Unless otherwise elected in the Adoption Agreement, if this is a profit sharing plan, then
                                            notwithstanding Plan Section 5.01(C)(1), an Employee may elect to receive a hardship distribution
                                            of all or part of the Vested portion of their Individual Account attributable to Employer
                                            Contributions other than those described in Plan Section 5.01(A)(2), subject to the requirements
                                            of Plan Section 5.10.



 


For purposes
of this Plan Section 5.01(C)(2)(a), hardship is defined as an immediate and heavy financial need of the Employee where such Employee
lacks other available resources. Unless otherwise elected in the Adoption Agreement, financial needs considered immediate and heavy include,
but are not limited to, 1) expenses incurred or necessary for medical care, described in Code section 213(d), of the Employee, the Employee’s
Spouse, dependents, or, if elected, the Employee’s Primary Beneficiary, 2) the purchase (excluding mortgage payments) of a principal
residence for the Employee, 3) payment of tuition and related educational fees for the next 12 months of post-secondary education for
the Employee, the Employee’s Spouse, children, dependents, or, if elected, the Employee’s Primary Beneficiary, 4) payment
to prevent the eviction of the Employee from, or a foreclosure on the mortgage of, the Employee’s principal residence, 5), funeral
or burial expenses for the Employee’s deceased parent, Spouse, child, dependent, or, if elected, the Employee’s Primary Beneficiary,
and 6) payment to repair damage to the Employee’s principal residence that would qualify for a casualty loss deduction under Code
section 165 (determined without regard to whether the loss exceeds ten-percent of adjusted gross income).


 


A
distribution will be considered necessary to satisfy an immediate and heavy financial need of the Employee only if


 


		i.	the
                                            Employee has obtained all distributions, other than hardship distributions, and all nontaxable
                                            loans available under all plans maintained by the Employer; and



 


		ii.	the
                                            distribution is not in excess of the amount of an immediate and heavy financial need (including
                                            amounts necessary to pay any federal, state, or local income taxes or penalties reasonably
                                            anticipated to result from the distribution).



 


		b.	Hardship Withdrawals
                                            of Elective Deferrals – Unless otherwise elected in the Adoption Agreement, distribution
                                            of Elective Deferrals (including Qualified Nonelective Contributions and Qualified Matching
                                            Contributions that are treated as Elective Deferrals and any earnings credited to an Employee’s
                                            account as of the later of December 31, 1988, and the end of the last Plan Year ending before
                                            July 1, 1989) may be made to an Employee in the event of hardship. For the purposes of this
                                            Plan Section 5.01(C)(2)(b), hardship is defined as an immediate and heavy financial need
                                            of the Employee where the distribution is needed to satisfy the immediate and heavy financial
                                            need of such Employee. Hardship distributions are subject to the spousal consent requirements
                                            contained in Code sections 401(a)(11) and 417, if applicable.



 


For
purposes of determining whether an Employee has a hardship, rules similar to those described in Plan Section 5.01(C)(2)(a) will apply
except that only the financial needs listed above will be considered. In addition, a distribution will be considered as necessary to
satisfy an immediate and heavy financial need of the Employee only if


 


		i.	all
                                            plans maintained by the Employer provide that the Employee’s Elective Deferrals (and
                                            Nondeductible Employee Contributions) will be suspended for six months (12 months for hardship
                                            distributions before 2002) after the receipt of the hardship distribution; and



 


		ii.	for
                                            hardship distributions before 2002, all plans maintained by the Employer provide that the
                                            Employee may not make Elective Deferrals for the Employee’s taxable year immediately
                                            following the taxable year of the hardship distribution in excess of the applicable limit
                                            under Code section 402(g) for such taxable year less the amount of such Employee’s
                                            Elective Deferrals for the taxable year of the hardship distribution.



 






    
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		3.	Qualified
                                            Reservist Distributions – Unless otherwise elected in the Adoption Agreement, Participants
                                            may take penalty-free qualified reservist distributions from the Plan. A qualified reservist
                                            distribution means any distribution to a Participant where 1) such distribution is made from
                                            Elective Deferrals, 2) such Participant was ordered or called to active duty for a period
                                            in excess of 179 days or for an indefinite period, and 3) such distribution is made during
                                            the period beginning on the date of such order or call and ending at the close of the active
                                            duty period. The Participant must have been ordered or called to active duty after September
                                            11, 2001.



 


		D.	Miscellaneous
                                            Distribution Issues



 


		1.	Distribution
                                            of Rollover, Transfer, and Nondeductible Employee Contributions – The following
                                            rules will apply with respect to entitlement to distribution of rollover, transfer, and Nondeductible
                                            Employee Contributions.



 


		a.	Entitlement to
Distribution –



 


		i.	Rollover
                                            Contributions – Unless otherwise elected in the Adoption Agreement, rollover contributions
                                            (including rollovers of Nondeductible Employee Contributions) and earnings thereon may be
                                            distributed at any time upon request. If the Adopting Employer specifies in the Adoption
                                            Agreement that Rollover contributions may not be distributed at any time, such contributions
                                            will be subject to the Plan’s provisions governing distributions of either Employer
                                            Profit Sharing Contributions (if this Plan is a profit sharing plan) or Employer Money Purchase
                                            Pension Contributions (if this Plan is a money purchase pension plan).



 


		ii.	Elective
                                            Transfers – Unless otherwise elected in the Adoption Agreement, elective transfer
                                            contributions may be distributed at any time upon request subject to the restrictions below
                                            and any other restrictions required by either the Code or applicable regulations. If the
                                            Adopting Employer elects in the Adoption Agreement that elective transfer contributions may
                                            not be distributed at any time, such contributions will be subject to the Plan’s provisions
                                            governing distributions of either Employer Profit Sharing Contributions (if this Plan is
                                            a profit sharing plan) or Employer Money Purchase Pension Contributions (if the Plan is a
                                            money purchase pension plan).



 


		iii.	Non-Elective Transfers
                                            – Each type of contribution (e.g., Elective Deferral, Employer Matching) included
                                            in non-elective transfer contributions received by the Plan as a result of a merger, consolidation,
                                            spin-off, or other Employer-initiated event will be distributable pursuant to the Plan’s
                                            provisions governing distributions of the same contribution type, subject to the provisions
                                            of Code section 411(d)(6). If one or more contribution type does not exist under the Plan,
                                            such contributions will be subject to the Plan’s provisions governing distributions
                                            of either Employer Profit Sharing Contributions (if this Plan is a profit sharing plan) or
                                            Employer Money Purchase Pension Contributions (if this Plan is a money purchase pension plan).



 


Notwithstanding
the preceding, if rollover contributions, elective transfer contributions, or non-elective transfers are not distributable at any time
because either 1) no distribution options are selected for Employer Profit Sharing Contributions or Employer Profit Sharing Contributions
are not allowed in the Adoption Agreement (if the Plan is a profit sharing plan) or 2) no distribution options are selected for Employer
Money Purchase Pension Plan Contributions or Employer Money Purchase Pension Plan Contributions are not allowed in the Adoption Agreement
(if the Plan is a Money Purchase Pension Plan), then such contributions may be distributed upon 1) the Participant’s Termination
of Employment, 2) the termination of the Plan, or 3) if the Plan designates an Early Retirement Age, the Participant’s Termination
of Employment after satisfying any Early Retirement Age. If a Participant separates from service before satisfying the Early Retirement
Age requirement, but has satisfied the service requirement, the Participant will be entitled to elect an early retirement benefit upon
satisfying such age requirement.


 


To the extent
that any optional form of benefit under this Plan permits a distribution before the Employee’s retirement, death, Disability, attainment
of Normal Retirement Age, or Termination of Employment, or before Plan termination, the optional form of benefit is not available with
respect to benefits attributable to assets (including the post-transfer earnings thereon) and liabilities that are transferred (within
the meaning of Code section 414(l)) to this Plan from a money purchase pension plan or a target benefit pension plan qualified under
Code section 401(a) (other than any portion of those assets and liabilities attributable to voluntary employee contributions). In addition,
unless otherwise elected in the Adoption Agreement, if such transfers consist of Elective Deferrals or amounts treated as Elective Deferrals
(including earnings thereon) from a 401(k) plan, the assets transferred will continue to be subject to the distribution restrictions
under Code sections 401(k)(2) and 401(k)(10).


 


A
Participant may at any time, and upon a request submitted to the Plan Administrator (either in writing or in any other form
permitted under rules promulgated by the IRS and DOL), withdraw an amount from their Individual Account attributable to
Nondeductible Employee Contributions (including earnings thereon). In the event the portion of a Participant’s Individual
Account attributable to Nondeductible Employee Contributions experiences a loss such that the amount remaining in such subaccount is
less than the amount of Nondeductible Employee Contributions made by the Participant, the maximum amount which the Participant may
withdraw is an amount equal to the remaining portion of the Participant’s Individual Account attributable to Nondeductible
Employee Contributions. Subject to Plan Section 5.10, Joint and Survivor Annuity Requirements (if applicable), the Participant may
withdraw any part of the Deductible Employee Contribution account by delivering an application (either in writing or in any other
form permitted under rules promulgated by the IRS and DOL) to the Plan Administrator.


 






    
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		b.	Direct
                                            Rollovers of Eligible Rollover Distributions – Notwithstanding any provision of
                                            the Plan to the contrary that would otherwise limit a Recipient’s election under this
                                            Plan Section 5.01(D)(1)(b), a Recipient may elect, at the time and in the manner prescribed
                                            by the Plan Administrator, to have any portion of an Eligible Rollover Distribution that
                                            is equal to at least $500 (or such lesser amount if the Plan Administrator permits in a uniform
                                            and nondiscriminatory manner) paid directly to an Eligible Retirement Plan specified by the
                                            Recipient in a Direct Rollover.



 


		2.	Option to Limit Frequency
                                            of In-Service Distributions – If this is a profit sharing plan and the Adopting
                                            Employer has elected to limit the number of in-service distributions in the Adoption Agreement,
                                            then a Participant will be permitted only the number of in-service distributions indicated
                                            in the Adoption Agreement during the course of such Participant’s employment with the
                                            Employer. The amount that the Participant can withdraw will be limited to the lesser of the
                                            amount determined under the limits set forth in Plan Section 5.01(C) or the percentage of
                                            the Participant’s Individual Account specified by the Adopting Employer in the Adoption
                                            Agreement. Distributions under this Plan Section 5.01(D)(2) will be subject to the requirements
                                            of Plan Section 5.10.



 


		3.	Commencement
                                            of Benefits – Notwithstanding any other provision, unless the Participant elects
                                            otherwise, distribution of benefits will begin no later than the 60th day after the latest
                                            of the close of the Plan Year in which



 


		a.	the
                                            Participant attains age 65 (or Normal Retirement Age, if earlier),



 


		b.	the
                                            Participant reaches the 10th anniversary of the year in which the Participant commenced participation
                                            in the Plan, or



 


		c.	the
                                            Participant incurs a Termination of Employment.



 


Notwithstanding
the preceding, the failure of a Participant (and Spouse, if applicable) to consent to a distribution while a benefit is immediately distributable,
within the meaning of Plan Section 5.01(B)(2), will be deemed to be an election to defer commencement of payment of any benefit sufficient
to satisfy this Plan Section 5.01(D)(3).


 


		4.	Federally
                                            Declared Disaster – If allowed by the Employer, Participants may have previously
                                            requested or may in the future request a distribution of, or a loan from, the Vested portion
                                            of their Individual Account balance related to federally declared disaster area tax relief
                                            (e.g., Disaster Tax Relief and Airport and Airway Extension Act of 2017), and as allowed
                                            under the Code and any additional rules, regulations, or other pronouncements promulgated
                                            by either the IRS or DOL.



 


		5.02	FORM
                                            OF DISTRIBUTION TO A PARTICIPANT



 


Unless otherwise
specified in the Adoption Agreement, if the value of the Vested portion of a Participant’s Individual Account exceeds $1,000 and
the Participant has properly waived the Qualified Joint and Survivor Annuity (if applicable), as described in Plan Section 5.10, the
Participant may request (either in writing or in any other form permitted under rules promulgated by the IRS and DOL) that the Vested
portion of their Individual Account be paid to them in one or more of the following forms of payment: 1) in a lump sum, 2) in a non-recurring
partial payment, 3) in installment payments (a series of regularly scheduled recurring partial payments), or 4) applied to the purchase
of an annuity contract. Notwithstanding the preceding, Qualifying Longevity Annuity Contracts may be distributed in any manner allowed
under the Code or Treasury Regulations. In addition, non-recurring partial payments may be made from the Plan either before Termination
of Employment or to satisfy the requirements of Code section 401(a)(9).


 


		5.03	DISTRIBUTIONS
                                            UPON THE DEATH OF A PARTICIPANT



 


		A.	Designation
                                            of Beneficiary – Spousal Consent – Each Participant may designate, in a form
                                            or manner approved by and delivered to the Plan Administrator, one or more primary and contingent
                                            Beneficiaries to receive all or a specified portion of the Participant’s Individual
                                            Account in the event of the Participant’s death. A Participant may change or revoke
                                            such Beneficiary designation by completing and delivering the proper form to the Plan Administrator.



 


In the event
that a Participant wishes to designate a Primary Beneficiary who is not their Spouse, their Spouse must consent (either in writing or
in any other form permitted under rules promulgated by the IRS and DOL) to such designation, and the Spouse’s consent must acknowledge
the effect of such designation and be witnessed by a notary public or plan representative. Notwithstanding this consent requirement,
if the Participant establishes to the satisfaction of the Plan Administrator that such consent may not be obtained because there is no
Spouse or the Spouse cannot be located, no consent will be required. In addition, if the Spouse is legally incompetent to give consent,
the Spouse’s legal guardian, even if the guardian is the Participant, may give consent. If the Participant is legally separated
or the Participant has been abandoned (within the meaning of local law) and the Participant has a court order to such effect, spousal
consent is not required unless a Qualified Domestic Relations Order provides otherwise. Any change of Beneficiary will require a new
spousal consent to the extent required by the Code or Treasury Regulations.


 






    
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		B.	Payment
                                            to Beneficiary – If a Participant dies before the Participant’s entire Individual
                                            Account has been paid to them, such deceased Participant’s Individual Account will
                                            be payable to any surviving Beneficiary designated by the Participant, or, if no Beneficiary
                                            survives the Participant, to the Participant’s Spouse, or, where no Spouse exists,
                                            to the Participant’s estate. If the Beneficiary is a minor, distribution will be deemed
                                            to have been made to such Beneficiary if the portion of the Participant’s Individual
                                            Account to which the Beneficiary is entitled is paid to their legal guardian or, if applicable,
                                            to their custodian under the Uniform Gifts to Minors Act or the Uniform Transfers to Minors
                                            Act. If a Beneficiary is not a minor but is not legally competent to request or consent to
                                            a distribution, distributions will be deemed to have been made to such Beneficiary if the
                                            portion of the Participant’s Individual Account to which the Beneficiary is entitled
                                            is paid to the Participant’s court-appointed guardian, an attorney-in-fact acting under
                                            a valid power of attorney, or any other individual or entity authorized under state law to
                                            act on behalf of the Beneficiary. A Beneficiary may disclaim their portion of a Participant’s
                                            Individual Account by providing the Plan Administrator written notification pursuant to Code
                                            section 2518(b).



 


		C.	Distribution
                                            Request – When Distributed – A Beneficiary of a deceased Participant entitled
                                            to a distribution who wishes to receive a distribution must submit a request (either in writing
                                            or in any other form permitted under rules promulgated by the IRS and DOL) to the Plan Administrator.
                                            If required in writing, such request will be made on a form provided or approved by the Plan
                                            Administrator. Unless otherwise elected in the Adoption Agreement, upon a valid request,
                                            the Plan Administrator shall direct the Trustee (or Custodian, if applicable) to commence
                                            distribution as soon as administratively feasible after the request is received.



 


		5.04	FORM
                                            OF DISTRIBUTION TO BENEFICIARIES



 


		A.	Value
                                            of Individual Account Does Not Exceed $5,000 – If the value of the Vested portion
                                            of a Participant’s Individual Account does not exceed $5,000, the value of the Vested
                                            portion of a Participant’s Individual Account may be made to the Beneficiary in a single
                                            lump sum in lieu of all other forms of distribution under the Plan, as soon as administratively
                                            feasible.



 


Unless otherwise
elected in the Adoption Agreement, the value of the Participant’s Vested Individual Account for purposes of this paragraph will
be determined by including rollover contributions (and earnings allocable thereto) within the meaning of Code sections 402(c), 403(a)(4),
403(b)(8), 408(d)(3)(A)(ii), and 457(e)(16).


 


		B.	Value
                                            of Individual Account Exceeds $5,000 – If the value of the Vested portion of a
                                            Participant’s Individual Account exceeds $5,000, the preretirement survivor annuity
                                            requirements of Plan Section 5.10 will apply unless waived in accordance with that Plan Section
                                            5.10 or unless the Retirement Equity Act safe harbor rules of Plan Section 5.10(E) apply.
                                            However, a surviving Spouse Beneficiary may elect any form of payment allowable under the
                                            Plan in lieu of the preretirement survivor annuity. Any such payment to the surviving Spouse
                                            must meet the requirements of Plan Section 5.05.



 


If the value
of the Vested portion of a Participant’s Individual Account exceeds $5,000 and either (1) the preretirement survivor annuity requirements
of Plan Section 5.10 have been satisfied or waived in accordance or (2) the Retirement Equity Act safe harbor rules of Plan Section 5.10(E)
apply, the value of the Vested portion of a Participant’s Individual Account may be made to the Beneficiary in a single lump sum
in lieu of all other forms of distribution under the Plan, as soon as administratively feasible.


 


		C.	Other
                                            Forms of Distribution to Beneficiary – If the value of a Participant’s Individual
                                            Account exceeds $5,000 and the Participant has properly waived the preretirement survivor
                                            annuity, as described in Plan Section 5.10 (if applicable), or if the Beneficiary is the
                                            Participant’s surviving Spouse, the Beneficiary may, subject to the requirements of
                                            Plan Section 5.05, request (either in writing or in any other form permitted under rules
                                            promulgated by the IRS and DOL) that the Participant’s Individual Account be paid in
                                            any form of distribution permitted to be taken by the Participant under this Plan other than
                                            applying the Individual Account toward the purchase of an annuity contract. Notwithstanding
                                            the preceding, installment payments to a Beneficiary cannot be made over a period exceeding
                                            the Life Expectancy of such Beneficiary.



 


Notwithstanding
the preceding provisions, a Beneficiary is permitted (subject to regulatory guidance) to directly roll over their portion of the Individual
Account to an inherited individual retirement arrangement (under Code sections 408 or 408A). Such Direct Rollovers must otherwise qualify
as Eligible Rollover Distributions.


 


		5.05	REQUIRED
                                            MINIMUM DISTRIBUTION REQUIREMENTS



 





	 	A.	General Rules



 


		1.	Subject
                                            to Plan Section 5.10, the requirements of this Plan Section 5.05 will apply to any distribution
                                            of a Participant’s interest and will take precedence over any inconsistent provisions
                                            of this Plan. Unless otherwise specified, the provisions of this Plan Section 5.05 apply
                                            to calendar years beginning after December 31, 2002.



 


		2.	All
                                            distributions required under this Plan Section 5.05 will be determined and made in accordance
                                            with Treasury Regulation section 1.401(a)(9), including the minimum distribution incidental
                                            benefit requirement of Code section 401(a)(9)(G).



 






    
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		3.	Limits
                                            on Distribution Periods – As of the first Distribution Calendar Year, distributions
                                            to a Participant, if not made in a single sum, may only be made over one of the following
                                            periods (or a combination thereof):



 


		a.	the
                                            life of the Participant,



 


		b.	the
                                            joint lives of the Participant and a Designated Beneficiary,



 


		c.	a
                                            period certain not extending beyond the Life Expectancy of the Participant, or



 


		d.	a
                                            period certain not extending beyond the joint life and last survivor expectancy of the Participant
                                            and a Designated Beneficiary.



 


		B.	Time
                                            and Manner of Distribution



 


		1.	Required
                                            Beginning Date – The Participant’s entire interest, less any amount held
                                            in a Qualifying Longevity Annuity Contract, will be distributed, or begin to be distributed,
                                            to the Participant no later than the Participant’s Required Beginning Date.



 


For purposes
of this Plan Section 5.05(B) and Plan Section 5.05(D), unless Plan Section 5.05(D)(2)(a)(iii) applies, distributions are considered to
begin on the Participant’s Required Beginning Date. If Plan Section 5.05(D)(2)(a)(iii) applies, distributions are considered to
begin on the date distributions are required to begin to the surviving Spouse under Plan Section 5.05(D)(2)(a)(i). If distributions under
an annuity purchased from an insurance company irrevocably commence to the Participant before the Participant’s Required Beginning
Date (or to the Participant’s surviving Spouse before the date distributions are required to begin to the surviving Spouse in Plan
Section 5.05(D)(2)(a)(i)), the date distributions are considered to begin is the date distributions actually commence.


 


Except as provided
in the Adoption Agreement (or in a separate IRS model amendment, if applicable), Participants or Beneficiaries may elect on an individual
basis whether the five-year rule or the life expectancy rule in Plan Section 5.05(D) applies to distributions after the death of a Participant
who has a Designated Beneficiary. The election must be made no later than the earlier of September 30 of the calendar year in which distribution
would be required to begin under this Plan Section 5.05(B), or by September 30 of the calendar year that contains the fifth anniversary
of the Participant’s (or, if applicable, surviving Spouse’s) death. If neither the Participant nor the Beneficiary makes
an election under this paragraph, distributions will be made in accordance with this Plan Section 5.05(B) and Plan Section 5.05(D) and,
if applicable, the election in the Adoption Agreement (or in a separate IRS model amendment, if applicable).


 


		2.	Forms
                                            of Distribution – Unless the Participant’s interest is distributed in the
                                            form of an annuity purchased from an insurance company or in a single sum on or before the
                                            Required Beginning Date, as of the first Distribution Calendar Year distributions will be
                                            made in accordance with Plan Section 5.05(C) and Plan Section 5.05(D). If the Participant’s
                                            interest is distributed in the form of an annuity purchased from an insurance company, distributions
                                            thereunder will be made in accordance with the requirements of Code section 401(a)(9) and
                                            the corresponding Treasury Regulations.



 


		C.	Required
                                            Minimum Distributions During Participant’s Lifetime



 


		1.	Amount
                                            of Required Minimum Distribution for Each Distribution Calendar Year – During the
                                            Participant’s lifetime, the minimum amount that will be distributed for each Distribution
                                            Calendar Year is the lesser of:



 


		a.	the
                                            quotient obtained by dividing the Participant’s Benefit by the distribution period
                                            in the Uniform Lifetime Table set forth in Treasury Regulation section 1.401(a)(9)-9, Q&A
                                            2, using the Participant’s age as of the Participant’s birthday in the Distribution
                                            Calendar Year; or



 


		b.	if
                                            the Participant’s sole Designated Beneficiary for the Distribution Calendar Year is
                                            the Participant’s Spouse, the quotient obtained by dividing the Participant’s
                                            Benefit by the number in the Joint and Last Survivor Table set forth in Treasury Regulation
                                            section 1.401(a)(9)-9, Q&A 3, using the Participant’s and Spouse’s attained
                                            ages as of the Participant’s and Spouse’s birthdays in the Distribution Calendar
                                            Year.



 


Additionally,
the minimum amount that will be distributed for each Distribution Calendar Year will also include any payments from a Qualifying Longevity
Annuity Contract where payments have commenced.


 


		2.	Lifetime
                                            Required Minimum Distributions Continue Through Year of Participant’s Death –
                                            Required minimum distributions will be determined under this Plan Section 5.05(C) beginning
                                            with the first Distribution Calendar Year and up to and including the Distribution Calendar
                                            Year that includes the Participant’s date of death.



 






    
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		D.	Required
                                            Minimum Distributions After Participant’s Death



 


		1.	Death
                                            On or After Date Distributions Begin 



 


		a.	Participant
                                            Survived by Designated Beneficiary – If the Participant dies on or after the date
                                            distributions begin and there is a Designated Beneficiary, the minimum amount that will be
                                            distributed for each Distribution Calendar Year after the year of the Participant’s
                                            death is the quotient obtained by dividing the Participant’s benefit by the longer
                                            of the remaining Life Expectancy of the Participant or the remaining Life Expectancy of the
                                            Participant’s Designated Beneficiary, determined as follows:



 


		i.	The
                                            Participant’s remaining Life Expectancy is calculated using the age of the Participant
                                            in the year of death, reduced by one for each subsequent year.



 


		ii.	If
                                            the Participant’s surviving Spouse is the Participant’s sole Designated Beneficiary,
                                            the remaining Life Expectancy of the surviving Spouse is calculated for each Distribution
                                            Calendar Year after the year of the Participant’s death using the surviving Spouse’s
                                            age as of the Spouse’s birthday in that year. For Distribution Calendar Years after
                                            the year of the surviving Spouse’s death, the remaining Life Expectancy of the surviving
                                            Spouse is calculated using the age of the surviving Spouse as of the Spouse’s birthday
                                            in the calendar year of the Spouse’s death, reduced by one for each subsequent calendar
                                            year.



 


		iii.	If
                                            the Participant’s surviving Spouse is not the Participant’s sole Designated Beneficiary,
                                            the Designated Beneficiary’s remaining Life Expectancy is calculated using the age
                                            of the Designated Beneficiary in the year following the year of the Participant’s death,
                                            reduced by one for each subsequent year.



 


		b.	No
                                            Designated Beneficiary – If the Participant dies on or after the date distributions
                                            begin and there is no Designated Beneficiary as of September 30 of the year after the year
                                            of the Participant’s death, the minimum amount that will be distributed for each Distribution
                                            Calendar Year after the year of the Participant’s death is the quotient obtained by
                                            dividing the Participant’s benefit by the Participant’s remaining Life Expectancy
                                            calculated using the age of the Participant in the year of death, reduced by one for each
                                            subsequent year.



 


		2.	Death
                                            Before Date Distributions Begin 



 


		a.	Participant Survived
                                            by Designated Beneficiary – Except as provided in the Adoption Agreement (or in
                                            a separate IRS model amendment, if applicable) or as elected by a Designated Beneficiary
                                            pursuant to Plan Section 5.05(B)(1), if the Participant dies before the date distributions
                                            begin and there is a Designated Beneficiary, the minimum amount that will be distributed
                                            for each Distribution Calendar Year after the year of the Participant’s death is the
                                            quotient obtained by dividing the Participant’s benefit by the remaining Life Expectancy
                                            of the Participant’s Designated Beneficiary, determined as provided in Plan Section
                                            5.05(D)(1).



 


		i.	If
                                            the Participant’s surviving Spouse is the Participant’s sole Designated Beneficiary,
                                            then, except as provided in the Adoption Agreement (or in a separate IRS model amendment,
                                            if applicable), distributions to the surviving Spouse will begin by December 31 of the calendar
                                            year immediately following the calendar year in which the Participant died, or by December
                                            31 of the calendar year in which the Participant would have attained age 701⁄2, if later.



 


		ii.	If
                                            the Participant’s surviving Spouse is not the Participant’s sole Designated Beneficiary,
                                            then, except as provided in the Adoption Agreement (or in a separate IRS model amendment,
                                            if applicable), distributions to the Designated Beneficiary will begin by December 31 of
                                            the calendar year immediately following the calendar year in which the Participant died.



 


		iii.	If
                                            the Participant’s surviving Spouse is the Participant’s sole Designated Beneficiary
                                            and the surviving Spouse dies after the Participant but before distributions to the surviving
                                            Spouse are required to begin, this Plan Section 5.05(D)(2), other than Plan Section 5.05(D)(2)
                                            (a), will apply as if the surviving Spouse were the Participant.



 


		b.	No
                                            Designated Beneficiary – If the Participant dies before the date distributions
                                            begin and there is no Designated Beneficiary as of September 30 of the year following the
                                            year of the Participant’s death, distribution of the Participant’s entire interest
                                            will be completed by December 31 of the calendar year containing the fifth anniversary of
                                            the Participant’s death.



 


		3.	Election
                                            to Allow Designated Beneficiary Receiving Distributions Under Five-Year Rule to Elect Life
                                            Expectancy Distributions – Unless specified otherwise in a separate IRS model amendment,
                                            a Designated Beneficiary who is receiving payments under the five-year rule may have made
                                            a new election to receive payments under the life expectancy rule until December 31, 2003,
                                            provided that all amounts that would have been required to be distributed under the life
                                            expectancy rule for all distribution calendar years before 2004 are distributed by the earlier
                                            of December 31, 2003 or the end of the five-year period.



 






    
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		4.	Qualifying
                                            Longevity Annuity Contract – After the death of the Participant, payments from
                                            a Qualifying Longevity Annuity Contract must start or continue to be made to the Designated
                                            Beneficiary according to the terms of the Qualifying Longevity Annuity Contract.



 


		E.	TEFRA
                                            Section 242(b) Elections



 


		1.	Notwithstanding
                                            the other requirements of this Plan Section 5.05 and subject to the requirements of Plan
                                            Section 5.10, Joint and Survivor Annuity Requirements, distribution on behalf of any Employee
                                            (or former Employee), including a five-percent owner, who has made a designation under the
                                            Tax Equity and Fiscal Responsibility Act of 1982 Section 242(b)(2) (a “Section 242(b)(2)
                                            Election”) may be made in accordance with all of the following requirements (regardless
                                            of when such distribution commences).



 


		a.	The
                                            distribution by the Fund is one which would not have qualified such Fund under Code section
                                            401(a)(9) as in effect before amendment by the Deficit Reduction Act of 1984.



 


		b.	The
                                            distribution is in accordance with a method of distribution designated by the Employee whose
                                            interest in the Fund is being distributed or, if the Employee is deceased, by a Beneficiary
                                            of such Employee.



 


		c.	Such
                                            designation was in writing, was signed by the Employee or the Beneficiary, and was made before
                                            January 1, 1984.



 


		d.	The
                                            Employee had accrued a benefit under the Plan as of December 31, 1983.



 


		e.	The
                                            method of distribution designated by the Employee or the Beneficiary specifies the time at
                                            which distribution will commence, the period over which distributions will be made, and in
                                            the case of any distribution upon the Employee’s death, the Beneficiaries of the Employee
                                            listed in order of priority.



 


		2.	A
                                            distribution upon death will not be covered by this transitional rule unless the information
                                            in the designation contains the required information described above with respect to the
                                            distributions to be made upon the death of the Employee.



 


		3.	If a designation is revoked,
                                            any subsequent distribution must satisfy the requirements of Code section 401(a)(9) and the
                                            corresponding regulations. If a designation is revoked subsequent to the date distributions
                                            are required to begin, the Plan must distribute, by the end of the calendar year following
                                            the calendar year in which the revocation occurs, the total amount not yet distributed which
                                            would have been required to have been distributed to satisfy Code section 401(a)(9) and the
                                            corresponding regulations, but for an election made under the Tax Equity and Fiscal Responsibility
                                            Act of 1982, Section 242(b)(2). For calendar years beginning after December 31, 1988, such
                                            distributions must meet the minimum distribution incidental benefit requirements. Any changes
                                            in the designation will be considered to be a revocation of the designation. However, the
                                            mere substitution or addition of another Beneficiary (one not named in the designation) under
                                            the designation will not be considered to be a revocation of the designation, provided such
                                            substitution or addition does not alter the period over which distributions are to be made
                                            under the designation, directly or indirectly (for example, by altering the relevant measuring
                                            life).



 


		4.	In
                                            the case in which an amount is transferred or rolled over from one plan to another plan,
                                            the rules in Treasury Regulation section 1.401(a) (9)-8,
Q&A 14 and Q&A 15, will apply.



 


		F.	Transition
                                            Rules – For plans in existence before 2003, required minimum distributions before
                                            2003 were made pursuant to Plan Section 5.05(E), if applicable, and Plan Sections 5.05(F)(1)
                                            through 5.05(F)(3) below.



 


		1.	2000
                                            and Before – Required minimum distributions for calendar years after 1984 and before
                                            2001 were made in accordance with Code section 401(a)(9) and the corresponding Proposed Treasury
                                            Regulations published in the Federal Register on July 27, 1987 (the “1987 Proposed
                                            Regulations”).



 


		2.	2001
                                            – Required minimum distributions for calendar year 2001 were made in accordance
                                            with Code section 401(a)(9) and the Proposed Treasury Regulations in Section 401(a)(9) as
                                            published in the Federal Register on January 17, 2001 (the “2001 Proposed Regulations”)
                                            unless a prior IRS model amendment provision was adopted that stated that the required minimum
                                            distributions for 2001 were made pursuant to the 1987 Proposed Regulations. If distributions
                                            were made in 2001 under the 1987 Proposed Regulations before the date in 2001 that the Plan
                                            began operating under the 2001 Proposed Regulations, the special transition rule in Announcement
                                            2001-82, 2001-2 C.B. 123, applied.



 


		3.	2002
                                            – Required minimum distributions for calendar year 2002 were made in accordance
                                            with Code section 401(a)(9) and the 2001 Proposed Regulations unless the prior IRS model
                                            amendment, if applicable, provided that either a. or b. below applies.



 






    
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		a.	Required
                                            minimum distributions for 2002 were made pursuant to the 1987 Proposed Regulations.



 


		b.	Required
minimum distributions for 2002 were made pursuant to the Final and Temporary Treasury Regulations under Code section 401(a)(9) published
in the Federal Register on April 17, 2002 (the “2002 Final and Temporary Regulations”), which are described in Plan Sections
5.05(B) through 5.05(E). If distributions were made in 2002 under either the 1987 Proposed Regulations or the 2001 Proposed Regulations
before the date in 2002 on which the Plan began operating under the 2002 Final and Temporary Regulations, the special transition rule
in Section 1.2 of the model amendment in Revenue Procedure 2002-29, 2002-1 C.B. 1176, applied.



  


		5.06	ANNUITY
                                            CONTRACTS



 


Any
annuity contract distributed under the Plan (if permitted or required by this Plan Section Five) must be nontransferable. The terms of
any annuity contract purchased and distributed by the Plan to a Participant or Spouse will comply with the requirements of the Plan.


 


		5.07	DISTRIBUTIONS
                                            IN-KIND



 


The Plan
Administrator may, but need not, cause any distribution under this Plan to be made either in a form actually held in the Fund, or in
cash by converting assets other than cash into cash, or in any combination of the two preceding methods. Assets other than cash, or other
assets with a readily ascertainable market value, must be subject to a third-party appraisal before they may be distributed from the
Plan.


 


		5.08	PROCEDURE
                                            FOR MISSING PARTICIPANTS OR BENEFICIARIES



 


The Plan Administrator
must use all reasonable measures to locate Participants or Beneficiaries who are entitled to distributions from the Plan. Such measures
may include using certified mail, checking records of other plans maintained by the Employer, contacting the Participant’s Beneficiaries,
using a governmental letter-forwarding service, or using internet search tools, commercial locator services, and credit reporting agencies.
The Plan Administrator should consider the cost of the measures relative to the Individual Account balance when determining which measures
are used.


 


In the event
that the Plan Administrator cannot locate a Participant or Beneficiary who is entitled to a distribution from the Plan after using all
reasonable measures, the Plan Administrator may, consistent with applicable laws, regulations, and other pronouncements under the Code
and ERISA, use any reasonable procedure to dispose of distributable Plan assets, including any of the following: 1) establish an individual
retirement arrangement (IRA), under Code section 408, that complies with the automatic rollover safe harbor regulations, without regard
to the amount in the Individual Account, 2) establish a federally insured bank account for and in the name of the Participant or Beneficiary
and transfer the assets to such bank account, 3) purchase an annuity contract with the assets in the name of the Participant or Beneficiary
(unless an annuity form of distribution is prohibited under the Plan), 4) transfer the assets to the unclaimed property fund of the state
in which the Participant or Beneficiary was last known to reside, or 5) after the expiration of five years after the benefit becomes
payable, treat the amount distributable as a Forfeiture and allocate it in accordance with the terms of the Plan, and if the Participant
or Beneficiary is later located, restore such benefit in the amount of the Forfeiture, unadjusted for earnings and losses to the Plan.


 


In the event
the Plan is terminated, payments must be made in a manner that protects the benefit rights of a Participant or Beneficiary. Benefit rights
will be deemed to be protected if the amount in a Participant’s or Beneficiary’s Individual Account is placed into an IRA,
used to purchase an annuity contract, or transferred to another qualified retirement plan. Benefit rights need not, however, be protected
if an Individual Account becomes subject to state escheat laws, or if a payment is made to satisfy Code section 401(a)(9), or if such
other process is followed that is consistent with applicable statutory or regulatory guidance.


 


		5.09	CLAIMS
                                            PROCEDURES



 


		A.	Filing
                                            a Claim for Plan Distributions – A Participant or Beneficiary who has been denied
                                            a request for a distribution or loan and desires to make a claim for the Vested portion of
                                            the Participant’s Individual Account will file a request (either in writing or in any
                                            other form permitted under rules promulgated by the IRS and DOL and acceptable to the Plan
                                            Administrator) with the Plan Administrator. If such request is required in writing, such
                                            request must be made on a form furnished to them by the Plan Administrator for such purpose.
                                            The request will set forth the basis of the claim. The Plan Administrator is authorized to
                                            conduct such examinations as may be necessary to facilitate the payment of any benefits to
                                            which the Participant or Beneficiary may be entitled under the terms of the Plan.



 


		B.	Denial
                                            of a Claim – Whenever a claim for a Plan distribution or loan submitted in accordance
                                            with this Plan Section 5.09 by any Participant or Beneficiary has been wholly or partially
                                            denied, the Plan Administrator must furnish such Participant or Beneficiary notice (either
                                            in writing or in any other form permitted under rules promulgated by the IRS and DOL) of
                                            the denial within 90 days of the date the original claim was filed. This notice will set
                                            forth 1) the specific reasons for the denial, 2) specific reference to pertinent Plan provisions
                                            on which the denial is based, 3) a description of any additional information or material
                                            needed to perfect the claim and an explanation of why such additional information or material
                                            is necessary, and 4) an explanation of the procedures for appeal and a statement of the Participant
                                            or Beneficiary’s right to bring such actions in law or equity as may be necessary or
                                            appropriate to protect or clarify their right to benefits under this Plan.



 


If the
claim for a Plan distribution or loan involves disability benefits under the Plan, the Plan Administrator must furnish such
Participant or Beneficiary with notice of the denial within 45 days of the date the original claim was filed. In addition to
satisfying the general notice of denial requirements described above, the Plan Administrator must provide the Participant with 1) an
explanation of the basis for disagreeing or not following a) the views of the health professionals treating the Participant
or vocational professionals who evaluated the Participant, b) the views of the medical or vocational experts whose advice was
obtained in connection with the Participant’s claim, c) a disability determination by the Social Security Administration, 2)
an explanation of the scientific or clinical judgment for the determination if the determination is based upon a medical necessity
or experimental treatment or a statement that such explanation will be provided free of charge, 3) the internal rules, guidelines,
protocols, standards, or similar criteria that was relied upon in making the determination or a statement that such rules,
guidelines, protocols, standards, or similar criteria do not exist, and 4) a statement that the Participant is entitled to receive,
upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the
claim for benefits.


 






    
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		C.	Remedies
                                            Available – The Participant or Beneficiary will have 60 days from receipt of the
                                            denial notice in which to make written application for review by the Plan Administrator.
                                            The Participant or Beneficiary may request that the review be in the nature of a hearing.
                                            The Participant or Beneficiary will have the right to representation, to review pertinent
                                            documents, and to submit comments in writing (or in any other form permitted by the IRS or
                                            DOL). The Plan Administrator shall issue a decision on such review within 60 days after receipt
                                            of an application for review as provided for in this Plan Section 5.09 and pursuant to Department
                                            of Labor regulation Section 2560.503-1.



 


If the claim
involves disability benefits under the Plan, the Participant or Beneficiary will have 180 days from receipt of the denial notice in which
to make written application for review by the Plan Administrator. The Plan Administrator shall issue a decision on such review within
45 days after receipt of an application for review as provided for in this Plan Section 5.09 and pursuant to Labor regulation Section
2560.503-1.


 


Upon a decision
unfavorable to the Participant or Beneficiary, such Participant or Beneficiary will be entitled to bring such actions in law or equity
as may be necessary or appropriate to protect or clarify their right to benefits under this Plan. The Participant or Beneficiary will
have one year from receipt of the denial notice to bring such action.


 


		5.10	JOINT
                                            AND SURVIVOR ANNUITY REQUIREMENTS



 


		A.	Application
                                            – The provisions of this Plan Section 5.10 will apply to any Participant who is
                                            credited with at least one Hour of Service with the Employer on or after August 23, 1984,
                                            and such other Participants as provided in Treasury Regulations.



 


		B.	Qualified
                                            Joint and Survivor Annuity – Unless an optional form of benefit is selected pursuant
                                            to a Qualified Election within the 180-day period ending on the Annuity Starting Date, a
                                            married Participant’s Vested Account Balance will be paid in the form of a Qualified
                                            Joint and Survivor Annuity and an unmarried Participant’s Vested Account Balance will
                                            be paid in the form of a life annuity. The Participant may elect to have such annuity distributed
                                            upon attainment of the Earliest Retirement Age under the Plan. In the case of a married Participant,
                                            the Qualified Joint and Survivor Annuity must be at least as valuable as any other optional
                                            form of benefit payable under the Plan at the same time.



 


A
Plan that is subject to the Qualified Joint and Survivor Annuity requirements must offer an additional survivor annuity option in the
form of a Qualified Optional Survivor Annuity.


 


		C.	Qualified
                                            Preretirement Survivor Annuity – Unless an optional form of benefit has been selected
                                            within the Election Period pursuant to a Qualified Election, if a Participant dies before
                                            the Annuity Starting Date then the Participant’s Vested Account Balance will be applied
                                            toward the purchase of an annuity for the life of the surviving Spouse. The surviving Spouse
                                            may elect to have such annuity distributed within a reasonable period after the Participant’s
                                            death.



 


		D.	Notice
                                            Requirements



 


		1.	In
                                            the case of a Qualified Joint and Survivor Annuity, the Plan Administrator shall no less
                                            than 30 days and not more than 180 days before the Annuity Starting Date provide each Participant
                                            an explanation (either in writing or in any other form permitted under rules promulgated
                                            by the IRS and DOL) of 1) the terms and conditions of a Qualified Joint and Survivor Annuity,
                                            2) the Participant’s right to make and the effect of an election to waive the Qualified
                                            Joint and Survivor Annuity form of benefit, 3) the rights of a Participant’s Spouse,
                                            and 4) the right to make, and the effect of, a revocation of a previous election to waive
                                            the Qualified Joint and Survivor Annuity. The written explanation shall comply with the requirements
                                            of Treasury Regulation section 1.417(a)(3)-1.



 


The Annuity
Starting Date for a distribution in a form other than a Qualified Joint and Survivor Annuity may be less than 30 days after receipt of
the explanation described in the preceding paragraph provided 1) the Participant has been provided with information that clearly indicates
that the Participant has at least 30 days to consider whether to waive the Qualified Joint and Survivor Annuity and elect (with spousal
consent) a form of distribution other than a Qualified Joint and Survivor Annuity, 2) the Participant is permitted to revoke any affirmative
distribution election at least until the annuity starting date or, if later, at any time before the expiration of the seven-day period
that begins the day after the explanation of the Qualified Joint and Survivor Annuity is provided to the Participant, and 3) the annuity
starting date is a date after the date that the explanation was provided to the Participant.


 






    
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		2.	In
                                            the case of a Qualified Preretirement Survivor Annuity as described in Plan Section 5.10(C),
                                            the Plan Administrator shall provide each Participant within the applicable period for such
                                            Participant an explanation (either in writing or in any other form permitted under rules
                                            promulgated by the IRS and DOL) of the Qualified Preretirement Survivor Annuity in such terms
                                            and in such manner as would be comparable to the explanation provided for meeting the requirements
                                            of Plan Section 5.10(D)(1) applicable to a Qualified Joint and Survivor Annuity. The written
                                            explanation shall comply with the requirements of Treasury Regulation section 1.417(a)(3)-1.



 


The applicable
period for a Participant is whichever of the following periods ends last: 1) the period beginning with the first day of the Plan Year
in which the Participant attains age 32 and ending with the close of the Plan Year preceding the Plan Year in which the Participant attains
age 35, 2) a reasonable period ending after the individual becomes a Participant, 3) a reasonable period ending after Plan Section 5.10(D)(3)
ceases to apply to the Participant, and 4) a reasonable period ending after this Plan Section 5.10 first applies to the Participant.
Notwithstanding the preceding, notice must be provided within a reasonable period ending after separation from service in the case of
a Participant who separates from service before attaining age 35.


 


For purposes
of applying the preceding paragraph, a reasonable period ending after the enumerated events described in 2), 3) and 4) is the end of
the two-year period beginning one year before the date the applicable event occurs, and ending one year after that date. In the case
of a Participant who separates from service before the Plan Year in which age 35 is attained, notice will be provided within the two-year
period beginning one year before separation and ending one year after separation. If such a Participant thereafter returns to employment
with the Employer, the applicable period for such Participant will be redetermined.


 


		3.	Notwithstanding
                                            the other requirements of this Plan Section 5.10(D), the respective notices prescribed by
                                            this Plan Section 5.10(D) need not be given to a Participant if 1) the Plan “fully
                                            subsidizes” the costs of a Qualified Joint and Survivor Annuity or Qualified Preretirement
                                            Survivor Annuity, and 2) the Plan does not allow the Participant to waive the Qualified Joint
                                            and Survivor Annuity or Qualified Preretirement Survivor Annuity and does not allow a married
                                            Participant to designate a non-Spouse Beneficiary. For purposes of this Plan Section 5.10(D)(3),
                                            a plan fully subsidizes the costs of a benefit if no increase in cost or decrease in benefits
                                            to the Participant may result from the Participant’s failure to elect another benefit.



 


		E.	Retirement
                                            Equity Act Safe Harbor Rules



 


		1.	Unless
                                            otherwise elected in the Adoption Agreement, the safe harbor provisions of this Plan Section
                                            5.10(E) will apply to a Participant in a profit sharing plan and will always apply to any
                                            distribution made on or after the first day of the first Plan Year beginning after December
                                            31, 1988, from or under a separate account attributable solely to accumulated deductible
                                            employee contributions, as defined in Code section 72(o)(5)(B), and maintained on behalf
                                            of a Participant in a money purchase pension plan, if the following conditions are satisfied:



 


		a.	the
                                            Participant does not or cannot elect payments in the form of a life annuity; and



 


		b.	on
                                            the death of a Participant, the Participant’s Vested Account Balance will be paid to
                                            the Participant’s surviving Spouse, but if there is no surviving Spouse, or if the
                                            surviving Spouse has consented in a manner conforming to a Qualified Election, then to the
                                            Participant’s Designated Beneficiary. The surviving Spouse may elect to have distribution
                                            of the Vested Account Balance commence within the 180-day period following the date of the
                                            Participant’s death. The Vested Account Balance will be adjusted for gains or losses
                                            occurring after the Participant’s death in accordance with the provisions of the Plan
                                            governing the adjustment of account balances for other types of distributions. This Plan
                                            Section 5.10(E) will not apply to a Participant in a profit sharing plan if the plan is a
                                            direct or indirect transferee of a defined benefit plan, money purchase pension plan, a target
                                            benefit pension plan, stock bonus, or profit sharing plan that is subject to the survivor
                                            annuity requirements of Code sections 401(a)(11) and 417. If this Plan Section 5.10(E) applies,
                                            then no other provisions of this Plan Section 5.10 will apply except as provided in Treasury
                                            Regulations.



 


		2.	The
                                            Participant may waive the spousal death benefit described in this Plan Section 5.10(E) at
                                            any time provided that no such waiver will be effective unless it is a Qualified Election
                                            (other than the notification requirement referred to therein) that would apply to the Participant’s
                                            waiver of the Qualified Preretirement Survivor Annuity.



 


		3.	For
                                            purposes of this Plan Section 5.10(E), Vested Account Balance will mean, in the case of a
                                            money purchase pension plan, the Participant’s separate account balance attributable
                                            solely to accumulated deductible employee contributions within the meaning of Code section
                                            72(o)(5)(B). In the case of a profit sharing plan, Vested Account Balance will have the same
                                            meaning as provided in the Definitions Section of this Plan.



 


		4.	In
                                            the event this Plan is a direct or indirect transferee of or a restatement of a plan previously
                                            subject to the survivor annuity requirements of Code sections 401(a)(11) and 417 and the
                                            Employer has selected to have this Plan Section 5.10(E) apply, the provisions of this Plan
                                            Section 5.10(E) will not apply to any benefits accrued (including subsequent adjustments
                                            for earnings and losses) before the adoption of these provisions. Such amounts will be separately
                                            accounted for in a manner consistent with Plan Section 7.02 and administered in accordance
                                            with the general survivor annuity requirements of Plan Section 5.10.



 






    
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		5.11	LIABILITY
                                            FOR WITHHOLDING ON DISTRIBUTIONS



 


The Plan Administrator
shall be responsible for withholding federal income taxes from distributions from the Plan, unless the Participant (or Beneficiary, where
applicable) elects not to have such taxes withheld. The Trustee (or Custodian, if applicable) or other payor may act as agent for the
Plan Administrator to withhold such taxes and to make the appropriate distribution reports, provided the Plan Administrator furnishes
all the information to the Trustee (or Custodian, if applicable) or other payor which such payor may need to properly perform withholding
and reporting.


 


		5.12	DISTRIBUTION
                                            OF EXCESS ELECTIVE DEFERRALS



 


		A.	General
                                            Rule – A Participant may assign to this Plan any Excess Elective Deferrals made
                                            during a taxable year of the Participant by notifying the Plan Administrator of the amount
                                            of the Excess Elective Deferrals to be assigned to the Plan. Unless otherwise elected in
                                            the Adoption Agreement, Participants who claim Excess Elective Deferrals for the preceding
                                            calendar year must submit their claims (either in writing or in any other form permitted
                                            under rules promulgated by the IRS and DOL) to the Plan Administrator by March 1. A Participant
                                            is deemed to notify the Plan Administrator of any Excess Elective Deferrals that arise by
                                            taking into account only those Elective Deferrals made to this Plan and any other plan, contract,
                                            or arrangement of the Employer.



 


Notwithstanding
any other provision of the Plan, Excess Elective Deferrals, plus any income and minus any loss allocable thereto, will be distributed
no later than April 15th to any Participant to whose Individual Account Excess Elective Deferrals were assigned for the preceding year
and who claims Excess Elective Deferrals for such taxable year, except to the extent such Excess Elective Deferrals were classified as
Catch-up Contributions. The Plan Administrator, in a uniform and nondiscriminatory manner, will determine whether the distribution of
Excess Elective Deferrals for a year will be made first from the Participant’s Pre-Tax Elective Deferral account or the Roth Elective
Deferral account, or a combination of both, to the extent both Pre-Tax Elective Deferrals and Roth Elective Deferrals were made for the
year, or may allow Participants to specify otherwise.


 


		B.	Determination
                                            of Income or Loss – Excess Elective Deferrals will be adjusted for any income or
                                            loss up to the end of the Plan Year to which such contributions were allocated. The income
                                            or loss allocable to Excess Elective Deferrals is the income or loss allocable to the Participant’s
                                            Elective Deferral account for the taxable year multiplied by a fraction, the numerator of
                                            which is such Participant’s Excess Elective Deferrals for the year and the denominator
                                            of which is the Participant’s Individual Account balance attributable to Elective Deferrals
                                            without regard to any income or loss occurring during such taxable year. Notwithstanding
                                            the preceding, the Plan Administrator may compute the income or loss allocable to Excess
                                            Elective Deferrals in the manner described in Plan Section 7.02(B) (i.e., the usual manner
                                            used by the Plan for allocating income or loss to Participants’ Individual Accounts
                                            or any reasonable method), provided such method is used consistently for all Participants
                                            and for all corrective distributions under the Plan for the Plan Year. The Plan will not
                                            fail to use a reasonable method for computing the income or loss on Excess Elective Deferrals
                                            merely because the income allocable is based on a date that is no more than seven days before
                                            the distribution.



 


		5.13	DISTRIBUTION
                                            OF EXCESS CONTRIBUTIONS



 


		A.	General
                                            Rule – Notwithstanding any other provision of this Plan, Excess Contributions,
                                            plus any income and minus any loss allocable thereto, will be distributed no later than 12
                                            months after a Plan Year to Participants to whose Individual Accounts such Excess Contributions
                                            were allocated for such Plan Year, except to the extent such Excess Contributions were classified
                                            as Catch-up Contributions. Excess Contributions are allocated to the Highly Compensated Employees
                                            with the largest amounts of Employer Contributions taken into account in calculating the
                                            ADP test for the year in which the excess arose, beginning with the Highly Compensated Employee
                                            with the largest amount of such Employer Contributions and continuing in descending order
                                            until all the Excess Contributions have been allocated. Both the total amount of the Excess
                                            Contribution and, for purposes of the preceding sentence, the “largest amount”
                                            are determined after distribution of any Excess Deferrals. To the extent a Highly Compensated
                                            Employee has not reached their Catch-up Contribution limit under the Plan, Excess Contributions
                                            allocated to such Highly Compensated Employees as Catch-up Contributions will not be treated
                                            as Excess Contributions. If such Excess Contributions are distributed more than 21⁄2
                                            months (six months in the case of Excess Contributions under an EACA if all Employees who
                                            are eligible to participate are affected as described in the Plan) after the last day of
                                            the Plan Year in which such Contributions were made, a ten-percent excise tax will be imposed
                                            on the Employer maintaining the Plan with respect to such amounts. Excess Contributions will
                                            be treated as annual additions under the Plan even if distributed.



 


		B.	Determination
                                            of Income or Loss – Excess Contributions will be adjusted for any income or loss
                                            up to the end of the Plan Year to which such contributions were allocated. The income or
                                            loss allocable to Excess Contributions allocated to each Participant is the income or loss
                                            allocable to the Participant’s Elective Deferral account(s) (and, if applicable, the
                                            Qualified Nonelective Contribution account or the Qualified Matching Contributions account
                                            or both) for the Plan Year multiplied by a fraction, the numerator of which is such Participant’s
                                            Excess Contributions for the year and the denominator of which is the Participant’s
                                            Individual Account balance attributable to Elective Deferrals (and Qualified Nonelective
                                            Contributions or Qualified Matching Contributions, or both, if any of such contributions
                                            are included in the ADP test) without regard to any income or loss occurring during such
                                            Plan Year. Notwithstanding the preceding, the Plan Administrator may compute the income or
                                            loss allocable to Excess Contributions in the manner described in Plan Section 7.02(B) (i.e.,
                                            the usual manner used by the Plan for allocating income or loss to Participants’ Individual
                                            Accounts or any reasonable method), provided such method is used consistently for all Participants
                                            and for all corrective distributions under the Plan for the Plan Year. The Plan will not
                                            fail to use a reasonable method for computing the income or loss on Excess Contributions
                                            merely because the income allocable is based on a date that is no more than seven days before
                                            the distribution.



 






    
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		C.	Accounting
                                            for Excess Contributions – Excess Contributions allocated to a Participant will
                                            be distributed from the Participant’s Elective Deferral account(s) and Qualified Matching
                                            Contribution account (if applicable) in proportion to the Participant’s Elective Deferrals
                                            and Qualified Matching Contributions (to the extent used in the ADP test) for the Plan Year.
                                            The Plan Administrator, in a uniform and nondiscriminatory manner, will either determine
                                            whether the distribution of Excess Contributions for a year will be made first from the Participant’s
                                            Pre-Tax Elective Deferral account or the Roth Elective Deferral account, or a combination
                                            of both, to the extent both Pre-Tax Elective Deferrals and Roth Elective Deferrals were made
                                            for the year, or may allow Participants to specify otherwise. Excess Contributions will be
                                            distributed from the Participant’s Qualified Nonelective Contribution account only
                                            to the extent that such Excess Contributions exceed the balance in the Participant’s
                                            Elective Deferral account(s) and Qualified Matching Contribution account.



 


		5.14	DISTRIBUTION
                                            OF EXCESS AGGREGATE CONTRIBUTIONS



 


		A.	General
                                            Rule – Notwithstanding any other provision of this Plan, Excess Aggregate Contributions,
                                            plus any income and minus any loss allocable thereto, will be forfeited, if forfeitable,
                                            or if not forfeitable, distributed no later than 12 months after a Plan Year to Participants
                                            to whose accounts such Excess Aggregate Contributions were allocated for such Plan Year.
                                            Excess Aggregate Contributions are allocated to the Highly Compensated Employees with the
                                            largest Contribution Percentage Amounts taken into account in calculating the ACP test for
                                            the year in which the excess arose, beginning with the Highly Compensated Employee with the
                                            largest amount of such Contribution Percentage Amounts and continuing in descending order
                                            until all the Excess Aggregate Contributions have been allocated. If such Excess Aggregate
                                            Contributions are distributed more than 21⁄2 months (six months in the case of Excess
                                            Aggregate Contributions under an EACA if all Employees who are eligible to participate are
                                            affected as described in the Plan) after the last day of the Plan Year in which such Excess
                                            Aggregate Contributions were made, a ten-percent excise tax will be imposed on the Employer
                                            maintaining the Plan with respect to those amounts. Excess Aggregate Contributions will be
                                            treated as annual additions under the Plan even if distributed.



 


		B.	Determination
                                            of Income or Loss – Excess Aggregate Contributions will be adjusted for any income
                                            or loss up to the end of the Plan Year to which such contributions were allocated. The income
                                            or loss allocable to Excess Aggregate Contributions allocated to each Participant is the
                                            income or loss allocable to the Participant’s Nondeductible Employee Contribution account,
                                            Matching Contribution account, Qualified Matching Contribution account (if any, and if all
                                            amounts therein are not used in the ADP test) and, if applicable, Qualified Nonelective Contribution
                                            account and Elective Deferral account(s) for the Plan Year multiplied by a fraction, the
                                            numerator of which is such Participant’s Excess Aggregate Contributions for the year
                                            and the denominator of which is the Participant’s Individual Account balance(s) attributable
                                            to Contribution Percentage Amounts without regard to any income or loss occurring during
                                            such Plan Year. Notwithstanding the preceding, the Plan Administrator may compute the income
                                            or loss allocable to Excess Aggregate Contributions in the manner described in Plan Section
                                            7.02(B) (i.e., the usual manner used by the Plan for allocating income or loss to Participants’
                                            Individual Accounts or any reasonable method), provided such method is used consistently
                                            for all Participants and for all corrective distributions under the Plan for the Plan Year.
                                            The Plan will not fail to use a reasonable method for computing the income or loss on Excess
                                            Aggregate Contributions merely because the income allocable is based on a date that is no
                                            more than seven days before the distribution.



 


		C.	Accounting
                                            for Excess Aggregate Contributions – Excess Aggregate Contributions allocated to
                                            a Participant will be forfeited, if forfeitable, or distributed on a pro rata basis from
                                            the Participant’s Nondeductible Employee Contribution account, Matching Contribution
                                            account, and Qualified Matching Contribution account (and, if applicable, the Participant’s
                                            Qualified Nonelective Contribution account or Elective Deferral account, or both). The Plan
                                            Administrator, in a uniform and nondiscriminatory manner, will determine whether the distribution
                                            of Elective Deferrals that are Excess Aggregate Contributions for a year will be made first
                                            from the Participant’s Pre-Tax Elective Deferral account or the Roth Elective Deferral
                                            account, or a combination of both, to the extent both Pre-Tax Elective Deferrals and Roth
                                            Elective Deferrals were made for the year, or may allow Participants to specify otherwise.



 


		5.15	RECHARACTERIZATION



 


Provided the
Plan allows Participants to make Nondeductible Employee Contributions, the Plan Administrator may, in a uniform and nondiscriminatory
manner, permit a Participant to elect to treat all or a portion of an Excess Contribution allocated to them as an amount distributed
to the Participant and then contributed by the Participant to the Plan as a Nondeductible Employee Contribution. Recharacterized amounts
will remain nonforfeitable and subject to the same distribution requirements as Elective Deferrals. Amounts may not be recharacterized
by a Highly Compensated Employee to the extent that such amount in combination with other Nondeductible Employee Contributions made by
that Employee would exceed any stated limit under the Plan on Nondeductible Employee Contributions.


 


Recharacterization
must occur no later than 21⁄2 months (six months in the case of Excess Contributions under an EACA if all Employees who are eligible
to participate are affected, as described in the Plan) after the last day of the Plan Year in which such Excess Contributions arose and
is deemed to occur no earlier than the date the last Highly Compensated Employee is informed (either in writing or in any other form
permitted under rules promulgated by the IRS and DOL) of the amount recharacterized and the consequences. Recharacterized amounts will
be taxable to the Participant for the Participant’s tax year in which the Participant would have received them in cash.


 


		5.16	LOANS
                                            TO PARTICIPANTS



 


If
the Adoption Agreement so indicates, a Participant may receive a loan from the Fund, subject to the following rules and the Plan’s
loan policy.


 






    
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		A.	Loans
                                            will be made available to all Participants on a reasonably equivalent basis. Notwithstanding
                                            the preceding, new loans will not be available to Participants who cease to be employed by
                                            the Employer, unless such Participants are parties-in-interest as defined in ERISA section
                                            3(14). In addition, existing loans will be considered due and payable at such time as a Participant
                                            ceases to be an Employee, and the loan will be considered in default and the Participant’s
                                            Individual Account will be reduced by the outstanding amount of the loan unless otherwise
                                            specified in the loan policy statement or other loan documentation.



 


		B.	Loans
                                            will not be made available to Highly Compensated Employees in an amount greater than the
                                            amount made available to other Employees.



 


		C.	Loans
                                            must be adequately secured and bear a reasonable interest rate.



 


		D.	No
                                            Participant loan will exceed the Present Value of the Vested portion of a Participant’s
                                            Individual Account.



 


		E.	A
                                            Participant must obtain the consent of their Spouse, if any, to the use of the Individual
                                            Account as security for the loan. Spousal consent will be obtained no earlier than the beginning
                                            of the 90-day period that ends on the date on which the loan is to be so secured. The consent
                                            must be in writing (or any other form permitted by the IRS and DOL), must acknowledge the
                                            effect of the loan, and must be witnessed by a notary public or plan representative. Such
                                            consent will thereafter be binding with respect to the consenting Spouse or any subsequent
                                            Spouse with respect to that loan. A new consent will be required if the Individual Account
                                            is used for renegotiation, extension, renewal, or other revision of the loan. Notwithstanding
the preceding, no spousal consent is necessary if, at the time the loan is secured, no consent would be required for a distribution under
Code section 417(a)(2)(B). In addition, spousal consent is not required if the Plan or the Participant is not subject to Code section
401(a)(11) at the time the Individual Account is used as security, or if the total Individual Account subject to the security is less
than or equal to $5,000.



 


		F.	In
                                            the event of default, foreclosure on the note and attachment of security will not occur until
                                            a distribution eligibility requirement is met under the Plan.



 


		G.	Loan
                                            repayments will be suspended under the Plan as permitted under Code section 414(u)(4) (USERRA).



 


		H.	For
                                            years beginning after 2005, if the Participant’s Individual Account contains any combination
                                            of Pre-Tax Elective Deferrals and Roth Elective Deferrals, the specific rules governing the
                                            loan program may also designate the extent to which Pre-Tax Elective Deferrals and Roth Elective
                                            Deferrals, or any combination thereof will 1) be used to calculate the maximum amount available
                                            for a loan, or 2) be available as a source from which loan proceeds may be taken or which
                                            may be used as security for a loan. To the extent permitted by law and related regulations,
                                            the rules established by the Employer may specify the ordering rules to be applied in the
                                            event of a defaulted loan.



 


If a valid spousal consent
has been obtained in accordance with Plan Section 5.16(E), then, notwithstanding any other provisions of this Plan, the portion of the
Participant’s Vested Individual Account used as a security interest held by the Plan by reason of a loan outstanding to the Participant
will be taken into account for purposes of determining the amount of the Individual Account payable at the time of death or distribution,
but only if the reduction is used as repayment of the loan. If less than 100 percent of the Participant’s Vested Individual Account
(determined without regard to the preceding sentence) is payable to the surviving Spouse, then the Individual Account will be adjusted
by first reducing the Vested Individual Account by the amount of the security used as repayment of the loan, and then determining the
benefit payable to the surviving Spouse.


 


To avoid taxation to the
Participant, unless otherwise permitted by law or regulatory guidance, no loan to any Participant or Beneficiary can be made to the extent
that such loan, when added to the outstanding balance of all other loans to the Participant, would exceed the lesser of 1) $50,000 reduced
by the excess (if any) of the highest outstanding balance of loans during the one year period ending on the day before the loan is made,
over the outstanding balance of loans from the Plan on the date the loan is made, or 2) 50 percent of the Present Value of the nonforfeitable
Individual Account of the Participant. For the purpose of the above limitation, all loans from all plans of the Employer and other members
of a group of employers described in Code sections 414(b), 414(c), and 414(m) are aggregated. Furthermore, any loan will by its terms
require that repayment (principal and interest) be amortized in level payments, not less frequently than quarterly, over a period not
extending beyond five years from the date of the loan, unless such loan is used to acquire a dwelling unit which, within a reasonable
time (determined at the time the loan is made), will be used as the principal residence of the Participant. Notwithstanding the preceding,
a Participant will suspend their loan repayments under this Plan as permitted under Code section 414(u)(4). An assignment or pledge of
any portion of the Participant’s interest in the Plan and a loan, pledge, or assignment with respect to any insurance contract
purchased under the Plan, will be treated as a loan under this paragraph.


 


The Plan Administrator
shall administer the loan program in accordance with specific rules that are documented either in writing or in such other format as
permitted by the IRS and the DOL. Such rules will include, at a minimum, the following: 1) the identity of the person or positions authorized
to administer the Participant loan program, 2) the procedure for applying for loans, 3) the basis on which loans will be approved or
denied, 4) limitations (if any) on the types and amounts of loans offered, 5) the procedure under the program for determining a reasonable
rate of interest, 6) the types of collateral that may secure a Participant loan, and 7) the events constituting default and the steps
that will be taken to preserve Plan assets in the event of such default.


 






    
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		5.17	DISTRIBUTIONS
                                            OF IN-PLAN ROTH ROLLOVERS



 


Direct In-Plan
Roth Rollover contributions and earnings thereon will be distributable at such time the Participant satisfies the distribution eligibility
requirements of the contribution source to which the rollover is attributable. At no time will Direct In-Plan Roth Rollover contributions
and earnings thereon be distributed before the asset source to which the rollover is attributable can be distributed under the Code and/or
Treasury Regulations.


 


Indirect
In-Plan Roth Rollover contributions and earnings thereon will be distributable upon the Participant satisfying the distribution eligibility
requirements specified in the Plan for rollover contributions.


 


SECTION SIX: DEFINITIONS


 


Unless modified
in Adoption Agreement Section Six, words and phrases used in the Plan with initial capital letters will, for the purpose of this Plan,
have the meanings set forth in the portion of the Plan entitled “Definitions” unless the context indicates that other meanings
are intended.


 


SECTION SEVEN: MISCELLANEOUS


 


		7.01	THE
                                            FUND



 


		A.	Establishment
                                            and Maintenance – By adopting this Plan, the Employer establishes the Fund, which
                                            will consist of the assets of the Plan held by the Trustee (or Custodian, if applicable).
                                            Assets within the Fund may be pooled on behalf of all Participants, earmarked on behalf of
                                            each Participant, or be a combination of pooled and earmarked assets. To the extent that
                                            assets are earmarked for a particular Participant, they will be held in a Separate Fund for
                                            that Participant.



 


No
part of the corpus or income of the Fund may be used for, or diverted to, purposes other than for the exclusive benefit of Participants
or their Beneficiaries. The Fund will be valued each Valuation Date at fair market value.


 


		B.	Division
                                            of Fund Into Investment Funds – The Employer may direct the Trustee (or Custodian,
                                            if applicable) to divide and redivide the Fund into one or more Investment Funds. Such Investment
                                            Funds may include, but are not limited to, Investment Funds representing the assets under
                                            the control of an investment manager pursuant to Plan Section 7.22(C) and Investment Funds
                                            representing investment options available for individual direction by Participants pursuant
                                            to Plan Section 7.22(B). Upon each division or redivision, the Employer may specify the part
                                            of the Fund to be allocated to each such Investment Fund and the terms and conditions, if
                                            any, under which the assets in such Investment Fund will be invested.



 


		7.02	INDIVIDUAL
                                            ACCOUNTS



 


		A.	Establishment
                                            and Maintenance – The Plan Administrator shall establish and maintain an Individual
                                            Account in the name of each Participant to reflect the total value of their interest in the
                                            Fund (including but not limited to Employer Contributions and earnings thereon). Each Individual
                                            Account established hereunder will consist of such subaccounts as may be needed for each
                                            Participant, including:



 


		1.	a
                                            subaccount to reflect Employer Contributions and Forfeitures allocated on behalf of a Participant;



 


		2.	a
                                            subaccount to reflect a Participant’s rollover contributions;



 


		3.	a
                                            subaccount to reflect a Participant’s transfer contributions;



 


		4.	a
                                            subaccount to reflect a Participant’s Nondeductible Employee Contributions;



 


		5.	a
                                            subaccount to reflect a Participant’s Pre-Tax Elective Deferrals;



 


		6.	a
                                            subaccount to reflect a Participant’s Roth Elective Deferrals; and



 


		7.	a
                                            subaccount to reflect a Participant’s Deemed IRA contributions.



 


The Plan
Administrator may establish additional accounts as it may deem necessary for the proper administration of the Plan, including, but not
limited to, an account for Forfeitures as required pursuant to Plan Section 4.01(C) or (D).


 


If this
Plan is funded by individual contracts that provide a Participant’s Benefit under the Plan, such individual contracts will constitute
the Participant’s Individual Account. If this Plan is funded by group contracts under the group annuity or group insurance contract,
premiums or other consideration received by the insurance company must be allocated to Participants’ Individual Accounts under
the Plan.


 






    
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		B.	Valuation
                                            of Individual Accounts



 


		1.	Where
                                            all or a portion of the assets of a Participant’s Individual Account are invested in
                                            a Separate Fund for the Participant, then the value of that portion of such Participant’s
                                            Individual Account at any relevant time equals the sum of the fair market values of the assets
                                            in such Separate Fund, less any applicable charges or penalties.



 


		2.	The
                                            fair market value of the remainder of each Individual Account is determined in the following
                                            manner:



 


		a.	Separate
                                            Fund – First, the portion of the Individual Account invested in each Investment
                                            Fund as of the previous Valuation Date is determined. Each such portion is reduced by any
                                            withdrawal made from the applicable Investment Fund to or for the benefit of a Participant
                                            or the Participant’s Beneficiary, further reduced by any amounts forfeited by the Participant
                                            pursuant to Plan Section 4.01(C) or (D), and further reduced by any transfer to another Investment
                                            Fund since the previous Valuation Date, and is increased by any amount transferred from another
                                            Investment Fund since the previous Valuation Date. The resulting amounts are the net Individual
                                            Account portions invested in the Investment Funds.



 


		b.	No
                                            Separate Fund – Second, the net Individual Account portions invested in each Investment
                                            Fund are adjusted upwards or downwards, pro rata (i.e., using the ratio of each net Individual
                                            Account portion to the sum of all net Individual Account portions) so that the sum of all
                                            the net Individual Account portions invested in an Investment Fund will equal the then fair
                                            market value of the Investment Fund. Notwithstanding the previous sentence, for the first
                                            Plan Year only, the net Individual Account portions will be the sum of all contributions
                                            made to each Participant’s Individual Account during the first Plan Year.



 


		c.	Allocations
                                            – Third, any contributions to the Plan and Forfeitures are allocated in accordance
                                            with the appropriate allocation provisions of Plan Section Three. For purposes of this Plan
                                            Section Seven, contributions made by the Employer for any Plan Year but after that Plan Year
                                            will be considered to have been made on the last day of that Plan Year regardless of when
                                            paid to the Trustee (or Custodian, if applicable).



 


Amounts
contributed between Valuation Dates will not be credited with investment gains or losses until the next following Valuation Date.


 


		d.	Aggregation
                                            of Portions – Finally, the portions of the Individual Account invested in each
                                            Investment Fund (determined in accordance with (a), (b), and (c) above) are added together.



 


		C.	Modification
                                            of Method for Valuing Individual Accounts – If necessary or appropriate, the Plan
                                            Administrator may establish different or additional procedures (which will be uniform and
                                            nondiscriminatory) for determining the fair market value of the Individual Accounts including,
                                            but not limited to, valuation on a daily basis pursuant to the number of shares of each permissible
                                            investment held on behalf of a Participant.



 


		7.03	POWERS
                                            AND DUTIES OF THE PLAN ADMINISTRATOR



 


		A.	The
                                            Plan Administrator will have the authority to control and manage the operation and administration
                                            of the Plan. The Plan Administrator shall administer the Plan for the exclusive benefit of
                                            the Participants and their Beneficiaries in accordance with the specific terms of the Plan.



 


		B.	The
                                            Plan Administrator may, by appointment, allocate the duties of the Plan Administrator among
                                            several individuals or entities. Such appointments will not be effective until the party
                                            designated accepts such appointment in writing.



 


		C.	The
                                            Plan Administrator shall be charged with the duties of the general administration of the
                                            Plan, including, but not limited to, the following:



 


		1.	to
                                            determine all questions of interpretation or policy in a manner consistent with the Plan’s
                                            documents. The Plan Administrator’s construction or determination in good faith will
                                            be conclusive and binding on all persons except as otherwise provided herein or by law. Any
                                            interpretation or construction will be done in a nondiscriminatory manner and will be consistent
                                            with the intent that the Plan will continue to be deemed a qualified plan under the terms
                                            of Code section 401(a), as amended from time to time, and will comply with the terms of ERISA,
                                            as amended from time to time;



 


		2.	to
                                            determine all questions relating to the eligibility of Employees to become or remain Participants
                                            hereunder;



 


		3.	to
                                            compute the amounts necessary or desirable to be contributed to the Plan;



 


		4.	to
                                            compute the amount and kind of benefits to which a Participant or Beneficiary will be entitled
                                            under the Plan and to direct the Trustee (or Custodian, if applicable) with respect to all
                                            disbursements under the Plan, and, when requested by the Trustee (or Custodian, if applicable),
                                            to furnish the Trustee (or Custodian, if applicable) with instructions, in writing, on matters
                                            pertaining to the Plan on which the Trustee (or Custodian, if applicable) may rely and act;



 






    
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		5.	to
                                            maintain all records necessary for the administration of the Plan;



 


		6.	to
                                            prepare and file such disclosures and tax forms as may be required from time to time by the
                                            Secretary of Labor or the Secretary of the Treasury;



 


		7.	to
                                            furnish each Employee, Participant, or Beneficiary such notices, information, and reports
                                            under such circumstances as may be required by law; and



 


		8.	to
                                            periodically review the performance of each Fiduciary and all other relevant parties to ensure
                                            such individuals’ obligations under the Plan are performed in a manner that is acceptable
                                            under the Plan and applicable law.



 


		D.	The
                                            Plan Administrator will have all of the powers necessary or appropriate to accomplish their
                                            duties under the Plan, including, but not limited to, the following:



 


		1.	to
                                            appoint and retain such persons as may be necessary to carry out the functions of the Plan
                                            Administrator;



 


		2.	to
                                            appoint and retain counsel, specialists, or other persons as the Plan Administrator deems
                                            necessary or advisable in the administration of the Plan;



 


		3.	to
                                            resolve all questions of administration of the Plan;



 


		4.	to
                                            establish such uniform and nondiscriminatory rules that it deems necessary to carry out the
                                            terms of the Plan;



 


		5.	to
                                            make any adjustments in a uniform and nondiscriminatory manner that it deems necessary to
                                            correct any arithmetical or accounting errors that may have been made for any Plan Year;



 


		6.	to
                                            correct any defect, supply any omission, or reconcile any inconsistency in such manner and
                                            to such extent as will be deemed necessary or advisable to carry out the purpose of the Plan;
                                            and



 


		7.	if
                                            the Plan permits a form of distribution other than a lump sum, and a Participant elects such
                                            form of distribution, the Plan Administrator may place that Participant’s Individual
                                            Account into a segregated Investment Fund for the purpose of maintaining the necessary liquidity
                                            to provide benefit installments on a periodic basis.



 


		7.04	EXPENSES
                                            AND COMPENSATION



 


All reasonable
expenses of administration, including, but not limited to, those involved in retaining necessary professional assistance, may be paid
from the assets of the Fund. Alternatively, the Employer may, in its discretion, pay any or all such expenses. Pursuant to uniform and
nondiscriminatory rules that the Plan Administrator may establish from time to time, administrative expenses and expenses unique to a
particular Participant or group of Participants may be charged to the Individual Account of such Participant or may be assessed against
terminated Participants even if not assessed against active Participants (subject to rules promulgated by the IRS and the DOL), or the
Plan Administrator may allow Participants to pay such fees outside of the Plan. The Employer shall furnish the Plan Administrator with
such clerical and other assistance as the Plan Administrator may need in the performance of their duties.


 


		7.05	INFORMATION
                                            FROM EMPLOYER



 


To enable the
Plan Administrator to perform their duties, the Employer shall supply complete, accurate, and timely information to the Plan Administrator
(or their designated agents) on all matters relating to the Compensation of all Participants; their regular employment; retirement, death,
Disability, Severance from Employment, or Termination of Employment; and such other pertinent facts as the Plan Administrator (or their
agents) may require. The Plan Administrator shall advise the Trustee (or Custodian, if applicable) of such of the preceding facts as
may be pertinent to the Trustee’s (or Custodian’s) duties under the Plan. The Plan Administrator (or their agents) is entitled
to rely on such information as is supplied by the Employer and will have no duty or responsibility to verify such information. Such information,
including authorizations and directions, may be exchanged among the Employer, the Plan Administrator, the Trustee (or Custodian, if applicable),
or their agents through electronic, telephonic, or other means (including, for example, through the internet) pursuant to applicable
servicing arrangements in effect for the Plan.


 






    
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		7.06	PLAN
                                            AMENDMENTS



 


		A.	Right
                                            of Pre-approved Document Provider to Amend the Plan or Terminate Sponsorship



 


		1.	The
                                            Pre-approved Document Provider has the power to amend the Plan without any further action
                                            or consent of the Employer as the Pre-approved Document Provider deems either necessary for
                                            the purpose of adjusting the Plan to comply with all laws and regulations governing pension
                                            or profit sharing plans or desirable to the extent consistent with such laws and regulations.
                                            Specifically, it is understood that the amendments may be made unilaterally by the Pre-approved
                                            Document Provider. However, it will be understood that the Pre-approved Document Provider
                                            will be under no obligation to amend the Plan documents, and the Employer expressly waives
                                            any rights or claims against the Pre-approved Document Provider for not exercising this power
                                            to amend. For purposes of Pre-approved Document Provider amendments, the mass submitter will
                                            generally be recognized as the agent of the Pre-approved Document Provider. If the Pre-approved
                                            Document Provider does not adopt IRS model amendments adopted by the mass submitter, the
                                            Plan will no longer be identical to or a minor modifier of the mass submitter plan and will
                                            be considered an individually designed plan. Notwithstanding the preceding, the adoption
                                            of good faith IRS amendments must be accomplished pursuant to the rules for each such amendment
                                            as prescribed by the IRS.



 


However, for
purposes of reliance on an opinion letter, the Pre-approved Document Provider will no longer have the authority to amend the Plan on
behalf of the Employer as of the date the Employer amends the Plan to incorporate a type of plan that is not permitted under the Revenue
Procedure 2017-41 Pre-approved program, or as of the date the IRS notifies the Employer that the Plan is an individually designed plan
due to the nature and extent of the Employer’s amendments to the Plan.


 


		2.	An
                                            amendment by the Pre-approved Document Provider will be accomplished by giving notice (either
                                            in writing or in any other form permitted under rules promulgated by the IRS and DOL) to
                                            the Adopting Employer of the amendment to be made. The notice will set forth the text of
                                            such amendment and the date such amendment is to be effective. Such amendment will take effect
                                            unless within the 30-day period after such notice is provided, or within such shorter period
                                            as the notice may specify, the Adopting Employer gives the Pre-approved Document Provider
                                            written notice of refusal to consent to the amendment. Such written notice of refusal will
                                            have the effect of withdrawing the Plan as a pre-approved plan and will cause the Plan to
                                            be considered an individually designed plan.



 


		3.	In
                                            addition to the amendment rights described above, the Pre-approved Document Provider will
                                            have the right to terminate its sponsorship of this Plan by providing notice (either in writing
                                            or in any other form permitted under rules promulgated by the IRS and DOL) to the Adopting
                                            Employer of such termination. Such termination of sponsorship will have the effect of withdrawing
                                            the Plan as a pre-approved plan and will cause the Plan to be considered an individually
                                            designed plan. The Pre-approved Document Provider will have the right to terminate its sponsorship
                                            of this Plan regardless of whether the Pre-approved Document Provider has terminated sponsorship
                                            with respect to other employers adopting its pre-approved Plan.



 


		B.	Right
                                            of Adopting Employer to Amend the Plan – The Adopting Employer may amend the Plan
                                            to



 


		1.	change
                                            options previously selected in the Adoption Agreement;



 


		2.	add
                                            overriding language in the Adoption Agreement when such language is necessary to satisfy
                                            Code section 415 or Code section 416 because of the required aggregation of multiple plans;



 


		3.	amend
                                            administrative provisions of the Plan such as provisions relating to investments, claims
                                            procedures, and Employer contact information provided the amended provisions are not in conflict
                                            with any other provision of the Plan and do not cause the Plan to fail to qualify under section
                                            401;



 


		4.	add
                                            certain sample and model amendments published by the IRS or other required good faith amendments,
                                            that specifically provide that their adoption will not cause the Plan to be treated as individually
                                            designed;



 


		5.	add
                                            or change provisions permitted under the Plan or specify or change the Effective Date of
                                            a provision as permitted under the Plan;



 


		6.	amend
                                            to adjust for limitations provided under sections 415, 402(g), 401(a)(17) and 414(q)(1)(B)
                                            to reflect annual cost-of-living increases, other than to add automatic cost-of-living adjustments
                                            to the Plan; and



 


		7.	make
                                            amendments that are related to a change in qualification requirements.



 


An
Adopting Employer who wishes to amend the Plan shall document the amendment in writing, executed by a duly authorized officer of the
Adopting Employer. If the amendment is in the form of a restated Adoption Agreement, the amendment will become effective on the date
provided in the Adoption Agreement. Any other amendment will become effective as described therein upon execution by the Adopting
Employer and, if appropriate, the Trustee (or Custodian, if applicable). A copy of a restated Adoption Agreement or other
amendment must be provided to the Pre-approved Document Provider and the Trustee (or Custodian, if applicable) before the effective
date of the amendment.


 






    
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The Adopting
Employer further reserves the right to replace the Plan in its entirety by adopting another retirement plan which the Adopting Employer
designates as a replacement plan.


 


		C.	Limitation
                                            on Power to Amend – No amendment to the Plan will be effective to the extent that
                                            it has the effect of decreasing a Participant’s accrued benefit. Notwithstanding the
                                            preceding sentence, a Participant’s Individual Account may be reduced to the extent
                                            permitted under Code section 412(d)(2) or to the extent permitted under Treasury Regulations
                                            sections 1.411(d)-3 and 1.411(d)-4. For purposes of this paragraph, a Plan amendment that
                                            has the effect of decreasing a Participant’s Individual Account with respect to benefits
                                            attributable to service before the amendment will be treated as reducing an accrued benefit.
                                            For purposes of this paragraph, a Participant will not accrue a right to an allocation of
                                            an Employer Profit Sharing Contribution or Employer Money Purchase Pension Contribution for
                                            the current Plan Year until the last day of such Plan Year and after the application of all
                                            amendments required or permitted by the IRS.



 


No amendment
to the Plan will be effective to eliminate or restrict an optional form of benefit. The preceding sentence will not apply to a Plan amendment
that eliminates or restricts the ability of a Participant to receive payment of their Individual Account under a particular optional
form of benefit if the amendment provides a single-sum distribution form. Where this Plan document is being adopted to amend another
plan that contains a protected benefit not provided for in this document, the Employer must complete a “Protected Benefit and Prior
Plan Document Provisions Attachment,” describing such protected benefit which, will become part of the Plan.


 


		D.	Amendment
                                            of Vesting Schedule – For purposes of this provision, if the vesting schedule of
                                            the Plan is amended, an Employee who is a Participant as of the later of the date such amendment
                                            is adopted or the date it becomes effective, the Vested percentage (determined as of such
                                            date) of such Employee’s Individual Account derived from Employer Contributions will
                                            not be less than the percentage computed under the Plan as of that date without regard to
                                            such amendment. Furthermore, if the Plan’s vesting schedule is amended, or the Plan
                                            is amended in any way that directly or indirectly affects the computation of the Participant’s
                                            Vested percentage, or if the Plan is deemed amended by an automatic change to or from a top-heavy
                                            vesting schedule, each Participant with at least three Years of Vesting Service (Periods
                                            of Service, if applicable) with the Employer may elect, within the time set forth below,
                                            to have the Vested percentage computed under the Plan without regard to such amendment.



 


The
period during which the election may be made will commence with the date the amendment is adopted or deemed to be made and will end the
later of:


 


		1.	60
                                            days after the amendment is adopted;



 


		2.	60
                                            days after the amendment becomes effective; or



 


		3.	60
                                            days after the Participant is issued a notice (either in writing or in any other form permitted
                                            under rules promulgated by the IRS and DOL) of the amendment by the Employer or Plan Administrator.



 


With respect
to benefits accrued as of the later of the adoption or effective date of the amendment, the Vested percentage of each Participant will
be the greater of the Vested percentage under the old vesting schedule or the Vested percentage under the new vesting schedule.


 


		7.07	PLAN
                                            MERGER OR CONSOLIDATION



 


In the case
of any merger or consolidation of the Plan with, or transfer of assets or liabilities of such Plan to, any other plan, each Participant
will be entitled to receive benefits immediately after the merger, consolidation, or transfer (if the Plan had then terminated) that
are equal to or greater than the benefits they would have been entitled to receive immediately before the merger, consolidation, or transfer
(if the Plan had then terminated). The Trustee (or Custodian, if applicable) has the authority to enter into merger agreements or agreements
to directly transfer the assets of this Plan, but only if such agreements are made with trustees or custodians of other retirement plans
described in Code section 401(a) or such other plans permitted by laws or regulations. If it is later determined that all or part of
a non-elective transfer was ineligible to be transferred into the Plan, the Plan Administrator shall direct that any ineligible amounts,
plus earnings or losses attributable thereto (determined in the manner described in Plan Section 7.02(B)), be returned to the transferor
plan or correct the ineligible transfer using any other method permitted by the IRS under regulation or other guidance.


 


		7.08	PERMANENCY



 


The Employer
expects to continue this Plan and make the necessary contributions thereto indefinitely, but such continuance and payment is not assumed
as a contractual obligation. Neither the Adoption Agreement nor the Plan nor any amendment or modification thereof nor the making of
contributions hereunder will be construed as giving any Participant or any other person any legal or equitable right against the Employer,
the Trustee (or Custodian, if applicable), the Plan Administrator, or the Pre-approved Document Provider except as specifically provided
herein, or as provided by law.


 






    
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		7.09	METHOD
                                            AND PROCEDURE FOR TERMINATION



 


The Plan may
be terminated by the Adopting Employer at any time by appropriate action of its managing body. Such termination will be effective on
the date specified by the Adopting Employer. The Plan shall terminate, if required by either the IRS or the DOL, if the Adopting Employer
is dissolved or terminated. Written notice of the termination and effective date thereof will be given to the Trustee (or Custodian,
if applicable), Plan Administrator, Pre-approved Document Provider, and the Participants and Beneficiaries of deceased Participants.
The required filings (such as the Form 5500 series and others) must be made by the Adopting Employer with the IRS and any other regulatory
body as required by current laws and regulations. Until all of the assets have been distributed from the Fund, the Adopting Employer
must keep the Plan in compliance with current laws and regulations by making appropriate amendments to the Plan and by taking such other
measures as may be required. If the Plan is abandoned by the Adopting Employer, however, a qualified termination administrator (QTA)
(or other entity permitted by the IRS or DOL) may terminate the Plan according to rules promulgated by the IRS and DOL.


 


Notwithstanding
anything to the contrary in the Plan, a reversion to the Employer of amounts contributed to the Plan that exceed the limitations imposed
under Code section 415(c) may occur upon termination of the Plan according to rules promulgated by the IRS.


 


		7.10	CONTINUANCE
                                            OF PLAN BY SUCCESSOR EMPLOYER



 


Notwithstanding
the preceding Plan Section 7.09, a successor of the Adopting Employer may continue the Plan and be substituted in the place of the present
Adopting Employer. The successor and the present Adopting Employer (or, if deceased, the executor of the estate of a deceased Self-Employed
Individual who was the Adopting Employer) must execute a written instrument authorizing such substitution, and the successor shall amend
the Plan in accordance with Plan Section 7.06.


 


		7.11	CORRECTION



 


The Employer
may correct operational errors or issues involving the Plan in accordance with correction programs established by or guidance issued
from the IRS or such other correction methods allowed by statute, regulation or regulatory authority. For example, the Employer must
correct any Excess Annual Additions allocated to a Participant, the inclusion of ineligible employees or the exclusion of eligible Participants
using any method permitted under the Employee Plans Compliance Resolution System (EPCRS) or allowed by the IRS or DOL under regulations
or other guidance. EPCRS is currently described in Revenue Procedure 2016-51. To the extent that a correction requires a repayment to
the Plan of improperly distributed benefits, the Employer or Plan Administrator may take action to recover such amounts from the respective
Participants or Beneficiaries.


 


If
the Plan fails to retain its qualified status, the Plan will no longer be considered to be part of a pre-approved plan, and such Employer
can no longer participate under this pre-approved. In such event, the Plan will be considered an individually designed plan.


 


		7.12	GOVERNING
                                            LAWS AND PROVISIONS



 


To
the extent such laws are not preempted by federal law, the terms and conditions of this Plan will be governed by the laws of the state
in which the Pre-approved Document Provider is located, unless otherwise agreed to in writing by the Pre-approved Document Provider and
the Employer.


 


In
the event of any conflict between the provisions of this Basic Plan Document and provisions of the Adoption Agreement, the summary plan
description, or any related documents, the Basic Plan Document will control.


 


		7.13	STATE
                                            COMMUNITY PROPERTY LAWS



 


The
terms and conditions of this Plan will be applicable without regard to the community property laws of any state.


 


		7.14	HEADINGS



 


The
headings of the Plan have been inserted for convenience of reference only and are to be ignored in any construction of the provisions
hereof.


 


		7.15	GENDER
                                            AND NUMBER



 


Whenever
any words are used herein in the masculine gender, they will be construed as though they were also used in the feminine gender in all
cases where they would so apply, and whenever any words are used herein in the singular form, they will be construed as though they were
also used in the plural form in all cases where they would so apply.


 


		7.16	STANDARD
                                            OF FIDUCIARY CONDUCT



 


The Employer,
Plan Administrator, Trustee, and any other Fiduciary under this Plan shall discharge their duties with respect to this Plan solely in
the interests of Participants and their Beneficiaries, and with the care, skill, prudence, and diligence under the circumstances then
prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of
a like character and with like aims. No Fiduciary will cause the Plan to engage in any transaction known as a “non-exempt prohibited
transaction” under either the Code or ERISA.


 









    
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		7.17	GENERAL
                                            UNDERTAKING OF ALL PARTIES



 


All
parties to this Plan and all persons claiming any interest whatsoever hereunder agree to perform any and all acts and execute any and
all documents and papers that may be necessary or desirable for the carrying out of this Plan and any of its provisions.


 


		7.18	AGREEMENT
                                            BINDS HEIRS, ETC.



 


This
Plan shall be binding upon the heirs, executors, administrators, successors, and assigns as those terms will apply to any and all parties
hereto, present and future.


 


		7.19	DETERMINATION
                                            OF TOP-HEAVY STATUS



 


		A.	In
                                            General – Except as provided in Plan Section 7.19(B), this Plan is a Top-Heavy
                                            Plan if any of the following conditions exist:



 


		1.	if
                                            the top-heavy ratio for this Plan exceeds 60 percent and this Plan is not part of any Required
                                            Aggregation Group or Permissive Aggregation Group of plans;



 


		2.	if
                                            this Plan is part of a Required Aggregation Group of plans but not part of a Permissive Aggregation
                                            Group and the top-heavy ratio for the group of plans exceeds 60 percent; or



 


		3.	if
                                            this Plan is a part of a Required Aggregation Group and part of a Permissive Aggregation
                                            Group of plans and the top-heavy ratio for the Permissive Aggregation Group exceeds 60 percent.



 


		B.	Top-Heavy
                                            Ratio



 


		1.	If the Employer maintains
                                            one or more defined contribution plans (including any simplified employee pension plan) and
                                            the Employer has not maintained any defined benefit plan that during the five-year period
                                            ending on the Determination Date(s) has or has had accrued benefits, the top-heavy ratio
                                            for this Plan alone or for the Required or Permissive Aggregation Group as appropriate is
                                            a fraction, the numerator of which is the sum of the account balances of all Key Employees
                                            as of the Determination Date(s) (including any part of any account balance distributed in
                                            the one-year period ending on the Determination Date(s) (five-year period ending on the Determination
                                            Date in the case of a distribution made for a reason other than Severance from Employment,
                                            death, or Disability and in determining whether the Plan is top-heavy for Plan Years beginning
                                            before January 1, 2002)) and the denominator of which is the sum of all account balances
                                            (including any part of any account balance distributed in the one-year period ending on the
                                            Determination Date(s), (five-year period ending on the Determination Date in the case of
                                            a distribution made for a reason other than Severance from Employment, death, or Disability
                                            and in determining whether the Plan is top-heavy for Plan Years beginning before January
                                            1, 2002)) both computed in accordance with Code section 416 and the corresponding regulations.
                                            Both the numerator and the denominator of the top-heavy ratio are increased to reflect any
                                            contribution not actually made as of the Determination Date, but that is required to be taken
                                            into account on that date under Code section 416 and the corresponding regulations.



 


		2.	If
                                            the Employer maintains one or more defined contribution plans (including any simplified employee
                                            pension plan) and the Employer maintains or has maintained one or more defined benefit plans
                                            that during the five-year period ending on the Determination Date(s) has or has had any accrued
                                            benefits, the top-heavy ratio for any Required or Permissive Aggregation Group, as appropriate,
                                            is a fraction, the numerator of which is the sum of account balances under the aggregated
                                            defined contribution plan or plans for all Key Employees, determined in accordance with 1)
                                            above, and the Present Value of accrued benefits under the aggregated defined benefit plan
                                            or plans for all Key Employees as of the Determination Date(s), and the denominator of which
                                            is the sum of the account balances under the aggregated defined contribution plan or plans
                                            for all Participants, determined in accordance with 1) above, and the Present Value of accrued
                                            benefits under the defined benefit plan or plans for all Participants as of the Determination
                                            Date(s), all determined in accordance with Code section 416 and the corresponding regulations.
                                            The accrued benefits under a defined benefit plan in both the numerator and denominator of
                                            the top-heavy ratio are increased for any distribution of an accrued benefit made in the
                                            one-year period ending on the Determination Date (five-year period ending on the Determination
                                            Date in the case of a distribution made for a reason other than Severance from Employment,
                                            death, or Disability and in determining whether the Plan is top-heavy for Plan Years beginning
                                            before January 1, 2002).



 


		3.	For
                                            purposes of (1) and (2) above, the value of account balances and the Present Value of accrued
                                            benefits will be determined as of the most recent Valuation Date that falls within or ends
                                            with the 12-month period ending on the Determination Date, except as provided in Code section
                                            416 and the corresponding regulations for the first and second plan years of a defined benefit
                                            plan. The account balances and accrued benefits of a Participant 1) who is not a Key Employee
                                            but who was a Key Employee in a prior year, or 2) who has not been credited with at least
                                            one Hour of Service with any employer maintaining the plan at any time during the one-year
                                            period (five-year period ending on the Determination Date in the case of a distribution made
                                            for a reason other than Severance from Employment, death, or Disability and in determining
                                            whether the Plan is top-heavy for Plan Years beginning before January 1, 2002) ending on
                                            the Determination Date will be disregarded. The calculation of the top-heavy ratio, and the
                                            extent to which distributions, rollovers, and transfers are taken into account will be made
                                            in accordance with Code section 416 and the corresponding regulations. Deductible employee
                                            contributions will not be taken into account for purposes of computing the top-heavy ratio.
                                            When aggregating plans, the value of account balances and accrued benefits will be calculated
                                            with reference to the Determination Dates that fall within the same calendar year.



 



    
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The accrued
benefit of a Participant other than a Key Employee will be determined under 1) the method, if any, that uniformly applies for accrual
purposes under all defined benefit plans maintained by the Employer, or 2) if there is no such method, as if such benefit accrued not
more rapidly than the slowest accrual rate permitted under the fractional rule of Code section 411(b)(1)(C).


 


		C.	SIMPLE
                                            401(k) Plan Exception – Notwithstanding Plan Section 7.19(A) above, the Plan is
                                            not treated as a Top-Heavy Plan under Code section 416 for any Year for which an Eligible
                                            Employer maintains this Plan as a SIMPLE 401(k) Plan.



 


		D.	Safe
                                            Harbor 401(k) Plan Exception – Notwithstanding Plan Section 7.19(A) above, the
                                            Plan is not treated as a Top-Heavy Plan under Code section 416 for any Year for which an
                                            Eligible Employer makes only those contributions described in Code sections 401(k)(12) and
                                            401(m)(11) for any Plan Year. If any other contributions are made for a Plan Year (e.g.,
                                            Employer Profit Sharing Contributions, forfeitures), the top-heavy rules described in Code
                                            section 416(g)(4)(H) will apply for that Plan Year. However, ADP Test Safe Harbor Contributions
                                            and ACP Test Safe Harbor Matching Contributions may be applied to satisfy all or a portion
                                            of the top-heavy contribution, if any, that may be required.



 


		E.	QACA
                                            Plan Exception – Notwithstanding Plan Section 7.19(A) above, the Plan is not treated
                                            as a Top-Heavy Plan under Code section 416 for any Year for which an Employer makes only
                                            those contributions described in Code sections 401(k)(13) and 401(m)(12). If any other contributions
                                            are made for a Plan Year (e.g., Employer Profit Sharing Contributions, forfeitures), the
                                            top-heavy rules described in Code section 416(g)(4)(H) will apply for that Plan Year.



 


		7.20	INALIENABILITY
                                            OF BENEFITS



 


No
benefit or interest available under the Plan will be subject to assignment or alienation, either voluntarily or involuntarily. The preceding
sentence will not apply to judgments and settlements described in Code section 401(a)(13)(C) and ERISA section 206(d)(4). Such sentence
will, however, apply to the creation, assignment, or recognition of a right to any benefit payable with respect to a Participant pursuant
to a Domestic Relations Order, unless such order is determined to be a Qualified Domestic Relations Order as defined in the Definitions
section of the Plan.


 


Generally,
a Domestic Relations Order cannot be a Qualified Domestic Relations Order until January 1, 1985. However, in the case of a Domestic Relations
Order entered before January 1, 1985, the Plan Administrator:


 


		1.	shall
                                            treat such order as a Qualified Domestic Relations Order if the Plan Administrator is paying
                                            benefits pursuant to such order on January 1, 1985; and



 


		2.	may
                                            treat any other such order entered before January 1, 1985, as a Qualified Domestic Relations
                                            Order even if such order does not meet the requirements of Code section 414(p).



 


Notwithstanding
any provision of the Plan to the contrary, a distribution to an Alternate Payee under a Qualified Domestic Relations Order will be permitted
even if the Participant affected by such order is not otherwise entitled to a distribution, and even if such Participant has not attained
the earliest retirement age as defined in Code section 414(p).


 


		7.21	BONDING



 


Every Fiduciary
and every person who handles funds or other property of the Plan shall be bonded to the extent required by ERISA section 412 and the
corresponding regulations for purposes of protecting the Plan against loss by reason of acts of fraud or dishonesty on the part of the
person, group, or class, alone or in connivance with others, to be covered by such bond. The amount of the bond will be fixed at the
beginning of each Plan Year and will not be less than ten-percent of the amount of funds handled. The amount of funds handled will be
determined by the funds handled the previous Plan Year or, if none, the amount of funds estimated, in accordance with rules provided
by the Secretary of Labor, to be handled during the current Plan Year. Notwithstanding the preceding, no bond will be less than $1,000
nor more than $500,000, except that the Secretary of Labor will have the right to prescribe an amount in excess of $500,000. In the case
of a Plan that holds employer securities (within the meaning of ERISA section 407(d)(1)), the maximum bond amount is $1,000,000 or such
other amount as the Secretary of Labor prescribes.


 


		7.22	INVESTMENT
                                            AUTHORITY



 


		A.	Plan
                                            Investments – Except as provided in Plan Section 7.22(B) (relating to individual
                                            direction of investments by Participants), the Adopting Employer, not the Trustee (or Custodian,
                                            if applicable), will have exclusive management and control over the investment of the Fund
                                            into any permitted investment. The Adopting Employer will be responsible for establishing
                                            a funding policy statement on behalf of the Plan and shall provide a copy of such funding
                                            policy statement to the Trustee who has the authority or discretion to select the appropriate
                                            investments for the Fund, if any. Notwithstanding the preceding, if the Trustee has the authority
                                            or discretion to select the appropriate investments for the Fund, such Trustee may enter
                                            into an agreement with the Adopting Employer whereby the Trustee will manage the investment
                                            of all or a portion of the Fund. Any such agreement will be in writing and will set forth
                                            such matters as such Trustee deems necessary or desirable.



 




    
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		B.	Direction
                                            of Investments by Participants – Unless otherwise elected in the Adoption Agreement,
                                            each Participant will have the responsibility for directing the Trustee (or Custodian, if
                                            provided for under a separate agreement between the Adopting Employer and the Custodian),
                                            regarding the investment of all or part of their Individual Account. If all of the requirements
                                            pertaining to Participant direction of investment in ERISA section 404(c) (1)
are satisfied, then to the extent so directed, the Adopting Employer, Plan Administrator, Trustee, Custodian (if applicable), and all
other Fiduciaries are relieved of Fiduciary liability under ERISA section 404.



 





The Plan
Administrator shall direct that a Separate Fund be established in the name of each Participant who directs the investment of part or
all of their Individual Account. Each Separate Fund will be charged or credited (as appropriate) with the earnings, gains, losses, or
expenses attributable to such Separate Fund. No Fiduciary will be liable for any loss that results from a Participant’s individual
direction. The assets subject to individual direction will not be invested in collectibles as that term is defined in Code section 408(m).


 


The Plan
Administrator shall establish such uniform and nondiscriminatory rules relating to individual direction as it deems necessary or advisable
including, but not limited to, rules describing 1) which portions of Participants’ Individual Accounts can be individually directed,
2) the frequency of investment changes, 3) the forms and procedures for making investment changes, and 4) the effect of a Participant’s
failure to make a valid direction.


 


The Plan
Administrator may, in a uniform and nondiscriminatory manner, limit the available investments for Participants’ individual direction
to certain specified investment options (including, but not limited to, certain mutual funds, investment contracts, deposit accounts,
and group trusts). The Plan Administrator may permit, in a uniform and nondiscriminatory manner, a Beneficiary of a deceased Participant
or the Alternate Payee under a Qualified Domestic Relations Order to individually direct investments in accordance with this Plan Section
7.22(B).


 


Notwithstanding
any provision hereof to the contrary, if the Adoption Agreement permits Participants to direct investments and also names a Trustee that
does not have the authority or discretion to select the appropriate investments for the Fund, such Participants will furnish investment
instruction to the Plan Administrator under procedures adopted by the Adopting Employer and/or the Plan Administrator consistent with
the Plan, and it will be the responsibility of the Plan Administrator to provide direction to such Trustee regarding the investment of
such amounts. If a Participant who has the right to direct investments under the terms of the Plan fails to provide such direction to
the Plan Administrator, the Plan Administrator shall direct the investment of such Participant’s Individual Accounts. The Plan
Administrator shall maintain records showing the interest of each Participant and/ or Beneficiary in the Fund unless the Trustee enters
into a written agreement with the Adopting Employer to keep separate accounts for each such Participant or Beneficiary.


 


		C.	Investment
                                            Managers



 


		1.	Definition
                                            of Investment Manager – The Adopting Employer may appoint one or more investment
                                            managers to make investment decisions with respect to all or a portion of the Fund. The investment
                                            manager will be any firm or individual registered as an investment adviser under the Investment
                                            Advisers Act of 1940, a bank as defined in said Act, or an insurance company qualified under
                                            the laws of more than one state to perform services consisting of the management, acquisition,
                                            or disposition of any assets of the Plan.



 


		2.	Investment
                                            Manager’s Authority – A separate Investment Fund will be established representing
                                            the assets of the Fund invested at the direction of the investment manager. The investment
                                            manager so appointed shall direct the Trustee (or Custodian, if applicable) with respect
                                            to the investment of such Investment Fund. The investments that may be acquired at the direction
                                            of the investment manager are those described in Plan Section 7.22(D).



 


		3.	Written
                                            Agreement – The appointment of any investment manager will be by written agreement
                                            between the Adopting Employer and the investment manager, and a copy of such agreement (and
                                            any modification or termination thereof) must be given to the Trustee (or Custodian, if applicable).
                                            The agreement will set forth, among other matters, the effective date of the investment manager’s
                                            appointment and an acknowledgment by the investment manager that it is a Fiduciary of the
                                            Plan under ERISA.



 


		4.	Concerning
                                            the Trustee (or Custodian, if applicable) – Written notice of each appointment
                                            of an investment manager will be given to the Trustee (or Custodian, if applicable) at least
                                            30 days in advance of the effective date of such appointment. Such notice will specify which
                                            portion of the Fund will constitute the Investment Fund subject to the investment manager’s
                                            direction. The Trustee (or Custodian, if applicable) will comply with the investment direction
                                            given to it by the investment manager and will not be liable for any loss which may result
                                            by reason of any action (or inaction) it takes at the direction of the investment manager.



 


		D.	Permissible
                                            Investments – The Trustee (or Custodian, if applicable) may invest the assets of
                                            the Plan in property of any character, real or personal, including, but not limited to, the
                                            following: stocks, including Qualifying Employer Securities, and including shares of open-end
                                            investment companies (mutual funds); bonds; notes; debentures; proprietary mutual funds;
                                            deposit accounts; options; limited partnership interests; mortgages; real estate or any interests
                                            therein (including Qualifying Employer Real Property); unit investment trusts; Treasury Bills,
                                            and other U.S. Government obligations; common trust funds, combined investment trusts, collective
                                            trust funds or commingled funds maintained by a bank or similar financial organization (whether
                                            or not the Trustee hereunder); savings accounts, certificates of deposit, demand or time
                                            deposits or money market accounts of a bank or similar financial organization (whether or
                                            not the Trustee hereunder); unless excluded in the Adoption Agreement, annuity contracts
                                            that are “guaranteed benefit policies,” as defined in ERISA section 401(b)(2)(B);
                                            life insurance policies; or in such other investments as is deemed proper without regard
                                            to investments authorized by statute or rule of law governing the investment of trust funds
                                            but with regard to ERISA and this Plan. Notwithstanding the preceding sentence, the Pre-approved
                                            Document Provider may, as a condition of making the Plan available to the Adopting Employer,
                                            limit the types of property in which the assets of the Plan may be invested. The list of
                                            permissible investment options will be further limited in accordance with any applicable
                                            law, regulations, or other restrictions applicable to the Trustee or Custodian, including,
                                            but not limited to, internal operational procedures adopted by such Trustee (or Custodian,
                                            if applicable). The actions of a Trustee who has the authority or discretion to select the
                                            appropriate investments for the Fund will also be subject to the funding policy statement
                                            provided by the Adopting Employer. If any Trustee (or Custodian, if applicable) invests all
                                            or any portion of the Fund pursuant to written instructions provided by the Adopting Employer
                                            (including an investment manager appointed by the Adopting Employer pursuant to Plan Section
                                            7.22(C)) or any Participant pursuant to Plan Section 7.22(B), the Trustee (or Custodian,
                                            if applicable) will be deemed to have invested pursuant to the Adopting Employer’s
                                            funding policy statement.



 






 






    
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To the extent
the assets of the Plan are invested in a group trust, including a collective trust fund or commingled funds maintained by a bank or similar
financial organization, the declaration of trust of such composite trust will be deemed to be a part of the Plan, and any investment
in such composite trust will be subject to all of the provisions of such declaration of trust, as the same may be amended or supplemented
from time to time.


 


If the responsibility
for directing investments for Elective Deferrals (and earnings) is executed by someone other than the Participants, the acquisition of
Qualifying Employer Securities and Qualifying Employer Real Property will be limited to ten-percent of the fair market value of the assets
of the Plan, to the extent required by ERISA section 407(b)(2).


 


		E.	Matters
                                            Relating to Insurance



 


		1.	If
                                            elected by the Adopting Employer in the Adoption Agreement, a life insurance contract may
                                            be purchased on behalf of a Participant. No life insurance contract may be purchased unless
                                            the insured under the contract is the Participant or, where this Plan is a profit sharing
                                            or 401(k) plan, the Participant’s Spouse or another individual in whom the Participant
                                            has an insurable interest. If a life insurance contract is to be purchased for a Participant,
                                            the aggregate premium for certain life insurance for each Participant must be less than a
                                            certain percentage of the aggregate Employer Contributions and Forfeitures allocated to a
                                            Participant’s Individual Account at any particular time as follows.



 


		a.	Ordinary
                                            Life Insurance – For purposes of these incidental insurance provisions, ordinary
                                            life insurance contracts are contracts with both nondecreasing death benefits and nonincreasing
                                            premiums. If such contracts are purchased, less than 50 percent of the aggregate Employer
                                            Contributions and Forfeitures allocated to any Participant’s Individual Account will
                                            be used to pay the premiums attributable to them.



 


		b.	Term and Universal
                                            Life Insurance – No more than 25 percent of the aggregate Employer Contributions
                                            and Forfeitures allocated to any Participant’s Individual Account will be used to pay
                                            the premiums on term life insurance contracts, universal life insurance contracts, and all
                                            other life insurance contracts that are not ordinary life.



 


		c.	Combination
                                            – The sum of 50 percent of the ordinary life insurance premiums and all other life
                                            insurance premiums will not exceed 25 percent of the aggregate Employer Contributions and
                                            Forfeitures allocated to any Participant’s Individual Account.



 


If this Plan
is a profit sharing plan, the above incidental benefits limits do not apply to life insurance contracts (1) purchased by an Employee
who has been a Participant in the Plan for five or more years, (2) purchased with Employer Contributions and Forfeitures that have been
in the Participant’s Individual Account for at least two full Plan Years, measured from the date such contributions were allocated,
or (3) purchased using rollover contributions. For purposes of this Plan Section 7.22(E)(1), transfer contributions will be considered
Employer Contributions, and therefore may be used to pay contract premiums. No part of the Deductible Employee Contribution account will
be used to purchase life insurance.


 


		2.	Subject
                                            to Plan Section 5.10, the contracts on a Participant’s life will be converted to cash
                                            or an annuity or distributed to the Participant upon separation from service with the Employer.
                                            In addition, contracts on the joint lives of a Participant and another person may not be
                                            maintained under this Plan if such Participant ceases to have an insurable interest in such
                                            other person.



 


		3.	The
                                            Trustee (or Custodian, if applicable) shall apply for and will be the owner of any insurance
                                            contract(s) purchased under the terms of this Plan. The insurance contract(s) must provide
                                            that proceeds will be payable to the Trustee (or Custodian, if applicable). However, the
                                            Trustee (or Custodian, if applicable) will be required to pay over all proceeds of the contract(s)
                                            to the Participant’s Designated Beneficiary in accordance with the distribution provisions
                                            of this Plan. A Participant’s Spouse will be the designated beneficiary of the proceeds
                                            in all circumstances unless a Qualified Election has been made in accordance with Plan Section
                                            5.10. Under no circumstances will the Fund retain any part of the proceeds. In the event
                                            of any conflict between the terms of this Plan and the terms of any insurance contract purchased
                                            hereunder, the Plan provisions will control.



 




    
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		4.	The
                                            Plan Administrator may direct the Trustee (or Custodian, if applicable) to sell and distribute
                                            insurance or annuity contracts to a Participant (or other party as may be permitted) in accordance
                                            with applicable law or regulations.



 


		5.	Notwithstanding
                                            any other provision herein, and except as may be otherwise provided by ERISA, the Employer
                                            will indemnify and hold harmless the insurer, its officers, directors, employees, agents,
                                            heirs, executors, successors, and assigns, from and against any and all liabilities, damages,
                                            judgments, settlements, losses, costs, charges, or expenses (including legal expenses) at
                                            any time arising out of or incurred in connection with any action taken by such parties in
                                            the performance of their duties with respect to this Plan, unless there has been a final
                                            adjudication of gross negligence or willful misconduct in the performance of such duties.



 


Further,
except as may be otherwise provided by ERISA, the Employer will indemnify the insurer from any liability, claim, or expense (including
legal expense) that the insurer incurs by reason of, or which results in whole or in part from, the reliance of the insurer on the facts
and other directions and elections the Employer communicates or fails to communicate.


 


		F.	Diversification
                                            Requirements When Employer Securities are Held as Investments in the Plan – For
                                            Plan Years beginning on or after January 1, 2007, Code section 401(a)(35) requires qualified
                                            retirement plans that hold employer securities to allow Participants, Alternate Payees with
                                            Individual Accounts under the Plan, or Beneficiaries of deceased Participants to diversify
                                            their investments. This Code section and other relevant guidance govern the diversification
                                            procedures, which include the following.



 


		1.	Employee
                                            Contributions and Elective Deferrals Invested in Employer Securities – In the case
                                            of the portion of an Individual Account attributable to Nondeductible Employee Contributions
                                            and Elective Deferrals (if applicable) that are invested in employer securities, the Participant,
                                            Alternate Payee, or Beneficiary, as applicable, may elect to direct the Plan to divest any
                                            such securities and to reinvest an equivalent amount in other investments that meet the investment
                                            option requirements below.



 


		2.	Employer
                                            Contributions Invested in Employer Securities – In the case of the portion of an
                                            Individual Account attributable to Employer Contributions other than Elective Deferrals that
                                            are invested in employer securities, a Participant who has completed at least three Years
                                            of Vesting Service (Periods of Service, if applicable), an Alternative Payee with respect
                                            to a Participant who has completed at least three Years of Vesting Service (Periods of Service,
                                            if applicable), or a Beneficiary, as applicable, may elect to direct the Plan to divest any
                                            such securities and to reinvest an equivalent amount in other investments that meet the investment
                                            option requirements below. Notwithstanding the preceding, if the Plan provides for immediate
                                            vesting, the three years of service requirement will be satisfied on the day immediately
                                            preceding the third anniversary of the Participant’s date of hire.



 


		3.	Investment
                                            Options – The diversification requirements above are met if the Plan offers not
                                            less than three investment options, other than employer securities, to which a Participant,
                                            Alternate Payee, or Beneficiary, as applicable may direct the proceeds from the divestment
                                            of employer securities, each of which is diversified and has materially different risk and
                                            return characteristics. The Plan may limit the time for divestment and reinvestment to periodic,
                                            reasonable opportunities that occur no less frequently than quarterly. Except as provided
                                            in regulations, the Plan must not impose employer securities investment restrictions or conditions
                                            that are not imposed on the investment of other Plan assets (other than restrictions or conditions
                                            imposed by securities laws or other relevant guidance) except that a Plan may allow for more
                                            frequent transfers to or from either a stable value fund or a qualified default investment
                                            alternative.



 


		4.	Exception
                                            for Certain Plans – The diversification requirement does not apply to a one-Participant
                                            retirement plan, an employee stock ownership plan (ESOP) if 1) there are no contributions
                                            or earnings in the ESOP that are held within such plan and that are subject to Code sections
                                            401(k) or (m), and 2) such plan is a separate plan for purposes of Code section 414(l) with
                                            respect to any other defined benefit plan or defined contribution plan maintained by the
                                            same employer or employers, or to a retirement plan where employer securities are held in
                                            an investment fund as described in Treasury Regulation section 1.401(a)(35)-1(f)(2)(B)(3)(ii).



 


		5.	Transition
                                            Rule for Securities Attributable to Employer Contributions – In the case of the
                                            portion of an Individual Account attributable to Employer Contributions other than Elective
                                            Deferrals that are invested in employer securities, including, a Participant who has completed
                                            at least three Years of Vesting Service (Periods of Service, if applicable), an Alternate
                                            Payee with respect to a Participant who has completed at least three Years of Vesting Service
                                            (Periods of Service, if applicable), or a Beneficiary, as applicable, the employer securities
                                            acquired in a Plan Year beginning before January 1, 2007, will be subject to the following
                                            divestiture and reinvestment transition schedule, which applies separately with respect to
                                            each class of securities.



 


For the Plan
Year in which diversification requirement applies, the applicable percentage subject to diversification is:


 


	• First	 	 	33	%
	 	 	 
	• Second	 	 	66	%
	 	 	 
	• Third	 	 	100	%





 


 




    
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This three-year
phase-in requirement does not apply to a Participant who has attained age 55 and who has completed at least three Years of Vesting Service
(Periods of Service, if applicable) before the first Plan Year beginning after December 31, 2005.


 


Notwithstanding
the preceding, if the Plan provides for immediate vesting, the three-years-of-service requirement will be satisfied on the day immediately
preceding the third anniversary of the Participant’s date of hire.


 


		G.	Qualifying
                                            Longevity Annuity Contract (QLAC)



 


		1.	If
                                            elected by the Adopting Employer in the Adoption Agreement, a Qualifying Longevity Annuity
                                            Contract (QLAC) may be purchased on behalf of a Participant. Such Qualifying Longevity Annuity
                                            Contract is an annuity contract, purchased from an insurance company on or after July 2,
                                            2014, for the benefit of a Participant under the Plan, stating its intent to be a QLAC and
                                            otherwise meeting the requirements under Treasury Regulation section 1.401(a)(9)-6.



 


a.
Excess Premiums – The amount of the premiums paid for the QLAC under the Plan will not exceed the lesser of:


 


		(i)	an
                                            amount equal to the excess of $125,000 (as adjusted by the Commissioner) over the sum of



 


		(A)	the
                                            premiums paid before that date with respect to the contract, and



 


		(B)	premiums
                                            paid on or before that date with respect to any other contract that is intended to be a QLAC
                                            and that is purchased for the Participant under the Plan, or any other plan, annuity, or
                                            account described in Code section 401(a), 403(a), 403(b), or 408 or eligible governmental
                                            plan under Code section 457(b); or



 


		(ii)	an
                                            amount equal to the excess of



 


		(A)	25
                                            percent of the Participant’s Individual Account balance (as of the last Valuation Date
                                            preceding the date of the premium payment) under the Plan (including the value of any QLAC
                                            held under the Plan for the Participant) as of the contract date, over



 


		(B)	the sum of premiums paid
                                            before that date with respect to the contract and premiums paid on or before that date with
                                            respect to any other contract that is intended to be a QLAC and that is held or was purchased
                                            for the Participant under the Plan.



 


If an annuity
contract fails to be a QLAC solely because a premium for the contract exceeds the above limits, the excess premium will be returned (either
in cash or in the form of a contract that is not intended to be a QLAC) to the non-QLAC portion of the Participant’s Individual
Account by the end of the calendar year following the calendar year in which the excess premium was originally paid.


 


		d.	Distributions
                                            – Distributions under the QLAC portion of the Participant’s Individual Account
                                            will commence not later than the first day of the month next following the participant’s
                                            85th birthday. After distributions commence, those distributions will satisfy all applicable
                                            required minimum distribution requirements from that point forward (other than the requirement
                                            that annuity payments commence on or before the Required Beginning Date.).



 


		7.23	PROCEDURES
                                            AND OTHER MATTERS REGARDING DOMESTIC RELATIONS ORDERS



 


		A.	To
                                            the extent provided in any Qualified Domestic Relations Order, the former Spouse of a Participant
                                            will be treated as a surviving Spouse of such Participant for purposes of any benefit payable
                                            in the form of either a Qualified Joint and Survivor Annuity or Qualified Preretirement Survivor
                                            Annuity.



 


		B.	The
                                            Plan will not be treated as failing to meet the requirements of the Code, which generally
                                            prohibits payment of benefits before the Participant’s Termination of Employment or
                                            Severance from Employment, as applicable, with the Employer, solely by reason of payments
                                            to an Alternate Payee pursuant to a Qualified Domestic Relations Order.



 


		C.	In
                                            the case of any Domestic Relations Order received by the Plan:



 


		1.	the
                                            Plan Administrator shall promptly notify the Participant and any other Alternate Payee of
                                            the receipt of such order and the Plan’s procedure for determining the qualified status
                                            of Domestic Relations Orders; and



 


 


 




    
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		2.	within
                                            a reasonable period after receipt of such order, the Plan Administrator shall determine whether
                                            such order is a Qualified Domestic Relations Order and notify the Participant and each Alternate
                                            Payee of such determination.



 


The Plan
Administrator shall establish reasonable procedures to determine the qualified status of Domestic Relations Orders and to administer
distributions under such qualified orders.


 


		D.	During
                                            any period in which the issue of whether a Domestic Relations Order is a Qualified Domestic
                                            Relations Order is being determined by the Plan Administrator, by a court of competent jurisdiction,
                                            or otherwise, the Plan Administrator shall segregate in a separate account in the Plan or
                                            in an escrow account the amounts which would have been payable to the Alternate Payee during
                                            such period if the order had been determined to be a Qualified Domestic Relations Order.
                                            If within 18 months the order or modification thereof is determined to be a Qualified Domestic
                                            Relations Order, the Plan Administrator shall pay the segregated amounts (plus any interest
                                            thereon) to the person or persons entitled thereto. If within 18 months either 1) it is determined
                                            that the order is not a Qualified Domestic Relations Order, or 2) the issue as to whether
                                            such order is a Qualified Domestic Relations Order is not resolved, then the Plan Administrator
                                            shall pay the segregated amounts (plus any interest thereon) to the person or persons who
                                            would have been entitled to such amounts if there had been no order. Any determination that
                                            an order is a Qualified Domestic Relations Order that is made after the close of the 18-month
                                            period will be applied prospectively only.



 


		7.24	INDEMNIFICATION
                                            OF PRE-APPROVED DOCUMENT PROVIDER



 


Notwithstanding
any other provision herein, and except as may be otherwise provided by ERISA, the Employer shall indemnify and hold harmless the Pre-approved
Document Provider, its officers, directors, employees, agents, heirs, executors, successors, and assigns, from and against any and all
liabilities, damages, judgments, settlements, losses, costs, charges, or expenses (including legal expenses) at any time arising out
of or incurred in connection with any action taken by such parties in the performance of their duties with respect to this Plan, unless
there has been a final adjudication of gross negligence or willful misconduct in the performance of such duties. Further, except as may
be otherwise provided by ERISA, the Employer will indemnify the Pre-approved Document Provider from any liability, claim, or expense
(including legal expense) that the Pre-approved Document Provider incurs by reason of, or which results in whole or in part from, the
reliance of the Pre-approved Document Provider on the facts and other directions and elections the Employer, Plan Administrator, or Investment
Fiduciary communicates or fails to communicate.


 


		7.25	MILITARY
                                            SERVICE



 


Notwithstanding
any provision of this Plan to the contrary, contributions, benefits, and service credit with respect to qualified military service will
be provided in accordance with Code section 414(u), including, but not limited to the following.


 


		A.	Benefit
                                            Accrual in the Case of Death or Disability Resulting from Active Military Service.



 


		1.	Benefit
                                            Accrual – If elected in the Adoption Agreement, for benefit accrual purposes, an
                                            individual who dies or becomes disabled while performing qualified military service (as defined
                                            in Code section 414(u)) will be treated as if the individual resumed employment in accordance
                                            with the individual’s reemployment rights under the Uniformed Services Employment and
                                            Reemployment Rights Act of 1994 (USERRA), on the day preceding death or Disability (as applicable)
                                            and terminated employment on the actual date of death or Disability. If the Employer elects
                                            to treat an individual as having resumed employment as described above, subject to items
                                            (2) and (3) below, any full or partial compliance by the Plan with respect to the benefit
                                            accrual requirements will be treated for purposes of Code section 414(u)(1) as if such compliance
                                            were required under USERRA.



 


		2.	Nondiscrimination
                                            Requirement – Part A, item (1) above will only apply if all individuals performing
                                            qualified military service with respect to the Employer (as determined under Code sections
                                            414(b), (c), (m), and (o)) who die or became disabled as a result of performing qualified
                                            military service (as defined in Code section 414(u)) before reemployment by the Employer
                                            are credited with service and benefits on reasonably equivalent terms.



 


		3.	Determination of Benefits
                                            – The amount of Nondeductible Employee Contributions and the amount of Elective
                                            Deferrals of an Employee treated as reemployed under Part A, item (1) for purposes of applying
                                            Code section 414(u)(8)(C) will be determined on the basis of the individual’s average
                                            actual Nondeductible Employee Contributions or Elective Deferrals for the lesser of



 


		a.	the
                                            12-month period of service with the Employer immediately before qualified military service
                                            (as defined in Code section 414(u)), or



 


		b.	if
                                            service with the Employer is less than such 12-month period, the actual length of continuous
                                            service with the Employer.



 


		B.	Vesting
                                            in the Case of Disability Resulting from Active Military Service



 


		1.	Years
                                            of Vesting Service (Periods of Service, if applicable) – If elected in the Adoption
                                            Agreement, for vesting purposes, an individual who becomes disabled while performing qualified
                                            military service (as defined in Code section 414(u)) will be treated as if the individual
                                            resumed employment
in accordance with the individual’s reemployment rights under USERRA, on the day preceding Disability (as applicable) and terminated
employment on the actual date of Disability. If the Employer elects to treat an individual as having resumed employment as described
above, subject to item (2) below, compliance by the Plan with respect to the vesting requirements will be treated for purposes of Code
section 414(u)(1) as if such compliance were required under USERRA.



 


 




    
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		2.	Nondiscrimination
                                            Requirements – Part B, item (1) above will apply to the extent permitted under
                                            other applicable rules, including the rules provided in Treasury Regulation section 1.401(a)(4)-11(d)(3),
                                            which provides nondiscrimination rules for crediting imputed service. Under Treasury Regulation
                                            section 1.401(a)(4)-11(d)(3), the provisions crediting vesting service to any Highly Compensated
                                            Employee must apply on the same terms to all similarly situated non-Highly Compensated Employees.



 


		C.	Death
                                            Benefits – In the case of an individual Participant who dies on or after January
                                            1, 2007, while performing qualified military service (as defined in Code section 414(u)),
                                            the Participant’s survivors are entitled to any additional benefits (other than benefit
                                            accruals relating to the period of qualified military service) provided under the Plan had
                                            the Participant resumed employment with the Employer and then terminated employment on account
                                            of death.



 


		7.26	MULTIPLE
                                            EMPLOYER PLAN



 


If allowed
by the Adopting Employer, the Plan may also be adopted by employers that are not Related Employers of the Adopting Employer. Such employers
will adopt the Plan by completing a Participating Employer Election Attachment. If the Adopting Employer allows the Plan to have Unrelated
Participating Employers, the Plan will be considered a multiple employer plan and will be subject to the specific reporting requirements
and rules of Code section 413(c) and the corresponding regulations.


 


		A.	Service
                                            – For purposes of eligibility and vesting service under the Plan, the Adopting
                                            Employer and all Participating Employers will be considered a single employer. An Employee’s
                                            service includes all service with the Adopting Employer and any Participating Employer(s)
                                            (and with any employer that is a Related Employer of the Adopting Employer or Participating
                                            Employer(s)). An Employee who discontinues service with the Adopting Employer or a Participating
                                            Employer will no longer be considered to have a Severance from Employment or Termination
                                            of Employment upon resuming service with the Adopting Employer or a Participating Employer.



 


		B.	Testing
                                            – For purposes of the limitations under the Plan relating to the requirements of
                                            Code sections 415, 402(g), and 414(v) the Adopting Employer and all Participating Employers
                                            will be considered a single employer. The requirements of Code sections 410(b), 401(a)(4),
                                            401(k)(3)(A)(ii), 401(m)(2) (A), 414(q), and 416 will be applied separately to the Adopting
                                            Employer and to each Participating Employer, except as required under Code sections 414(b),
                                            (c), (m) or (o). For purposes of determining a Participant’s Required Beginning Date,
                                            a Participant will be considered a five-percent owner in a year in which the Participant
                                            is both a five-percent owner and an Employee of the Adopting Employer or a Participating
                                            Employer.



 


		C.	Plan
                                            Document and Amendments – Except to the extent that the Participating Employer
                                            elects separate provisions on a Participating Employer Election Attachment with respect to
                                            its Employees, the Participating Employer will be bound by the terms of the Plan and trust,
                                            including amendments thereto and any elections made by the Adopting Employer. If a Participating
                                            Employer so elects on a Participating Employer Election Attachment, Employer Contributions
                                            will be determined by the Participating Employer and will be allocated only to Participants
                                            employed by the Participating Employer. If a Participating Employer so elects on a Participating
                                            Employer Election Attachment, Forfeitures related to the Participating Employer will be allocated
                                            only to Participants employed by the Participating Employer.



 


		D.	Duties
                                            of the Participating Employer and Indemnification – Each Participating Employer
                                            agrees to provide, in a timely manner, all information and contributions to the Plan Administrator
                                            that the Plan Administrator in its sole discretion deems necessary to keep the Plan operating
                                            in compliance with all Code and regulatory requirements.



 


Notwithstanding
any provisions hereof, each Participating Employer agrees to indemnify, defend and hold harmless the Plan Administrator, the Adopting
Employer, the Plan, all Participants and Beneficiaries, all Fiduciaries, and their respective directors, managers, officers, employees,
agents and other representatives harmless from any loss, costs, expenses, fees, liabilities, damages, claims, suits, or actions and appeals
thereof resulting from their reliance upon any certificate, notice, confirmation, or instruction purporting to have been delivered by
a representative of a Participating Employer that has been duly identified to the Plan Administrator or Adopting Employer in a manner
required or accepted by such Plan Administrator or Adopting Employer (“Designated Representative”). Each Participating Employer
waives any and all claims of any nature it now has or may have against the Plan Administrator or Adopting Employer and its affiliates,
and their respective directors, managers, officers, employees, agents, and other representatives, which arise, directly or indirectly,
from any action that it takes in good faith in accordance with any certificate, notice, confirmation, or instruction from a Designated
Representative of a Participating Employer. Each Participating Employer also hereby agrees to indemnify, defend, and hold the Plan Administrator
or Adopting Employer, and any parent, subsidiary, related corporation, or affiliates of the Plan Administrator or Adopting Employer,
including their respective directors, managers, officers, employees, agents, and other representatives, harmless from and against any
and all loss, costs, damages, liability, expenses, or claims of any nature whatsoever, including but not limited to legal expenses, court
costs, legal fees, and costs of investigation, including appeals thereof, arising, directly or indirectly, out of any loss or diminution
of the Fund resulting from changes in the market value of the Fund assets; reliance, or action taken in reliance, on instructions from
a Participating Employer or its Designated Representative; any exercise or failure to exercise investment direction authority by a Participating
Employer or by its Designated Representative;
Plan Administrator’s or Adopting Employer’s refusal on advice of counsel to act in accordance with any investment direction
by a Participating Employer or its Designated Representative; any other act or failure to act by a Participating Employer or its Designated
Representative; any prohibited transaction or plan disqualification of a qualified plan due to any actions taken or not taken by the
Plan Administrator or Adopting Employer, in reliance on instructions from a Participating Employer or its Designated Representative;
or any other act the Plan Administrator or Adopting Employer, takes in good faith hereunder that arises under the Plan or the administration
of the Fund.


 




    
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The Plan
Administrator or Adopting Employer will not be liable to a Participating Employer for any act, omission, or determination made in connection
with the Plan except for its gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Plan Administrator
or Adopting Employer will not be liable for any losses arising from its compliance with instructions from a Participating Employer or
its Designated Representative; for executing, failing to execute, failing to timely execute, or for any mistake in the execution of any
instructions, unless such action or inaction is by reason of the gross negligence or willful misconduct of the Plan Administrator or
Adopting Employer.


 


The provisions
of this Plan Section 7.26(D) will survive the termination or amendment of the Plan.


 


		E.	Termination
                                            – A Participating Employer will have the right to cease participation in the Plan
                                            at any time by giving written notice to the Adopting Employer. The termination of participation
                                            will become effective thirty (30) days after receipt of such notice unless a different period
                                            is agreed upon by both the Adopting Employer and the Participating Employer. The Adopting
                                            Employer will have the power to terminate the participation in the Plan of any Participating
                                            Employer at any time by giving written notice to such Participating Employer. The termination
                                            will become effective thirty (30) days after receipt of such notice unless a different period
                                            is agreed upon by both the Adopting Employer and the Participating Employer. Upon termination
                                            of participation, Employees of the former Participating Employer will cease to accrue further
                                            benefits under the Plan pertaining to the former Participating Employer. Upon termination
                                            of participation of a Participating Employer, the Participating Employer must promptly contribute
                                            to the Plan such amounts as necessary to cover accrued but unfunded contributions related
                                            to its Participants under the Plan.



 


A Participating
Employer’s termination of participation is not a termination of the Plan which allows distributions to be made to Participants.
Upon termination of participation of a Participating Employer, the Adopting Employer has the right, but not the duty, to establish a
new qualified retirement plan for the benefit of the Participants of such former Participating Employer and to initiate a non-elective
transfer to the spin-off plan. The Adopting Employer may, in its sole discretion, appoint either itself or the former Participating Employer
as the Adopting Employer and/or Plan Administrator of the spin-off plan. If a spin-off plan is not established, the former Participating
Employer has the right, but not the duty, to initiate a non-elective transfer to another qualified retirement plan that the former Participating
Employer either maintains or participates in. The former Participating Employer will bear all reasonable costs associated with ceasing
participation in the Plan.


 


SECTION EIGHT: ADOPTING
EMPLOYER SIGNATURE


 


Adoption Agreement
Section Eight must contain the signature of an authorized representative of the Adopting Employer evidencing the Employer’s agreement
to be bound by the terms of the Basic Plan Document and Adoption Agreement.


 



    
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Hardship
Distribution


Basic
Plan Document Amendment


 


This amendment of the Plan (hereinafter referred to as the
 “Amendment”) is comprised of this Hardship Distribution Basic Plan Document Amendment (the “Basic Plan Document Amendment”)
and, if applicable, the corresponding Hardship Distribution Adoption Agreement Amendment (the “Adoption Agreement Amendment”).
The Amendment is adopted to reflect certain provisions of the Bipartisan Budget Act of 2018 (BBA-18) and related guidance. This Amendment
is intended to provide good faith compliance with the BBA-18 and related guidance until the Plan is formally restated to incorporate
such guidance. Except as otherwise provided in the Adoption Agreement Amendment or indicated below, the Amendment is effective on the
first day of the Plan Year beginning on or after January 1, 2019. This Amendment supersedes the existing provisions of the Plan to the
extent those provisions are inconsistent with the provisions of the Amendment. The Amendment will not cause the Plan to become an individually
designed plan.


 


	SECTION FIVE: DISTRIBUTIONS AND LOANS TO PARTICIPANTS




 


The Basic Plan Document section entitled Distributions is
modified by replacing Section 5.01(A)(2)(c) with the following:


 


		c.	existence of a hardship incurred by the Participant as described in Plan Section 5.01(C)(2)(b), if elected
in the Adoption Agreement. Notwithstanding the preceding, where no election is available in the Adoption Agreement, or Adoption Agreement
Amendment, distribution of Elective Deferrals, Qualified Nonelective Contributions, Qualified Matching Contributions, Basic Matching Contributions,
Enhanced Matching Contributions, Safe Harbor Nonelective Contributions, QACA Basic Matching Contributions, QACA Enhanced Matching Contributions,
and QACA Safe Harbor Nonelective Contributions, including any earnings credited to an Employee’s account, will be permitted upon
the existence of a hardship as described in Plan Section 5.01(C)(2)(b).



 


The Basic Plan Document section entitled Distributions is
modified by replacing Section 5.01(C)(2)(a) and (b) with the following:


 


		a.	Hardship Withdrawals of Matching Contributions and Employer Profit Sharing Contributions  - Unless otherwise elected in
                                                                 the Adoption Agreement, if this is a profit sharing plan, then notwithstanding Plan Section 5.01(C)(1), an Employee may elect to
                                                                 receive a hardship distribution of all or part of the Vested portion of their Individual Account attributable to Employer
                                                                 Contributions other than those described in Plan Section 5.01(A)(2), subject to the requirements of Plan Section 5.10.



 


For purposes of this Plan Section 5.01(C)(2)(a), hardship
is defined as an immediate and heavy financial need of the Employee where such Employee lacks other available resources. Unless otherwise
elected in the Adoption Agreement, financial needs considered immediate and heavy include, but are not limited to, 1) expenses incurred
or necessary for medical care, described in Code section 213(d), of the Employee, the Employee’s Spouse, dependents, or, if elected,
the Employee’s Primary Beneficiary, 2) the purchase (excluding mortgage payments) of a principal residence for the Employee, 3)
payment of tuition and related educational fees for the next 12 months of post-secondary education for the Employee, the Employee’s
Spouse, children, dependents, or, if elected, the Employee’s Primary Beneficiary, 4) payment to prevent the eviction of the Employee
from, or a foreclosure on the mortgage of, the Employee’s principal residence, 5) funeral or burial expenses for the Employee’s
deceased parent, Spouse, child, dependent, or, if elected, the Employee’s Primary Beneficiary, 6) payment to repair damage to the
Employee’s principal residence that would qualify for a casualty loss deduction under Code section 165 (determined without regard
to Code section 165(h)(5) and whether the loss exceeds ten-percent of adjusted gross income), and 7) effective for distributions on or
after January 1, 2018, expenses and losses (including loss of income) incurred by the Employee on account of a disaster declared by the
Federal Emergency Management Agency (FEMA), provided that the Employee’s principal residence or principal place of employment at
the time of the disaster was located in an area designated by FEMA for individual assistance with respect to the disaster and the Employee
did not request a distribution from the Plan for such expenses and losses pursuant to Plan Section 5.01(D)(4).


 


A distribution will be considered necessary
to satisfy an immediate and heavy financial need of the Employee only if


 


		i.	the Employee has obtained all currently available distributions (including distributions of ESOP dividends
under Code section 404(k)), other than hardship distributions, under the Plan and all other qualified and nonqualified deferred compensation
plans of the Employer and, if elected in the Adoption Agreement Amendment, the Employee has obtained all nontaxable loans under all plans
maintained by the Employer and/or satisfies any additional conditions specified by in the Adoption Agreement Amendment;



 


		ii.	the distribution is not in excess of the amount of an immediate and heavy financial
need (including amounts necessary to pay any federal, state, or local income taxes or penalties reasonably anticipated to result from
the distribution); and



 


		iii.	effective for distributions on or after January 1, 2020, the Employee provided the Plan Administrator with
a representation, in writing (including by using an electronic medium as defined in Treasury Regulation section 1.401(a)-21(e)(3)), or
in such other form that may be permitted under rules promulgated by the IRS, that they have insufficient cash or other liquid assets reasonably
available to satisfy their financial need.



 


		b.	Hardship Withdrawals of Elective Deferrals, QNECs, QMACs and Safe Harbor Contributions - Unless
otherwise elected in the Adoption Agreement and/or Adoption Agreement Amendment, distribution of Elective Deferrals, Qualified Nonelective
Contributions, Qualified Matching Contributions, Basic Matching Contributions, Enhanced Matching Contributions, Safe Harbor Nonelective
Contributions, QACA Basic Matching Contributions, QACA Enhanced Matching Contributions, QACA Safe Harbor Nonelective Contributions, including
any earnings credited to an Employee’s account attributable to such contributions, may be made to an Employee in the event of hardship.
For the purposes of this Plan Section 5.01(C)(2)(b), hardship is defined as an immediate and heavy financial need of the Employee where
the distribution is needed to satisfy the immediate and heavy financial need of such Employee. Hardship distributions are subject to the
spousal consent requirements contained in Code sections 401(a)(11) and 417, if applicable.



 






    
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For purposes of determining whether an Employee has a hardship,
rules similar to those described in Plan Section 5.01(C)(2)(a) will apply except that only the financial needs listed above will be considered.
Unless otherwise elected in the Adoption Agreement Amendment, any existing suspension of an Employee’s Elective Deferrals (and
Nondeductible Employee Contributions) due to the receipt of a hardship distribution from the Plan will cease to continue as of the first
day of the Plan Year beginning on or after January 1, 2019. In addition, unless otherwise elected in the Adoption Agreement Amendment,
the Employee’s Elective Deferrals (and Nondeductible Employee Contributions) will not be suspended for any period of time due to
the receipt of a hardship distribution that is made during the Plan Year beginning on or after January 1, 2019. For distributions that
are made on or after January 1, 2020, the Employee’s Elective Deferrals (and Nondeductible Employee Contributions) will not be
suspended for any period of time due to the receipt of a hardship distribution. For hardship distributions before 2002, a distribution
will be considered as necessary to satisfy an immediate and heavy financial need of the Employee only if all plans maintained by the
Employer provide that the Employee may not make Elective Deferrals for the Employee’s taxable year immediately following the taxable
year of the hardship distribution in excess of the applicable limit under Code section 402(g) for such taxable year less the amount of
such Employee’s Elective Deferrals for the taxable year of the hardship distribution.


 


	SIGNATURE




 


The Pre-approved Document Provider hereby adopts this Amendment on
behalf of the Adopting Employers.


 


Name of Pre-approved Document Provider: Ascensus, LLC


 


	Signature		 	Date Signed	July 1, 2020




 













    
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	Qualified Retirement
                         Plan 


Nonstandardized Adoption 


Agreement


	401(k)
  Profit

  Sharing Plan



 






    
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401(k)
Profit Sharing Plan 


Nonstandardized
Adoption Agreement





 


EMPLOYER INFORMATION


 


	Part A.	Adopting Employer      






 


	Name of Adopting Employer	Sterling Bank & Trust FSB




	Address	One Towne Square, Suite 1900




	City	Southfield	State	MI	Zip	48076




	Telephone	(248) 355-2400	Adopting Employer’s Federal Tax Identification Number	38-2524834




	Adopting Employer’s Tax Year End   	12/31




	Type of Business	☑	C	 Corporation




	Name of Plan	Sterling Bank & Trust 401(k) Plan




	Plan Sequence Number	001	Trust Identification Number 	 	Account Number	261516






 


	Part B.	Participating Employers


 


		1.	Related Employers
	 	 	 
	 	 	If the Adopting Employer is or becomes part of a controlled group of corporations
                              (as defined in Code section 414(b) as modified by Code section 415(h)), a group of commonly controlled
                              trades or businesses (as defined in Code section 414(c) as modified by Code section 415(h)), an affiliated
                              service group (as defined in Code section 414(m)), or any other entity required to be aggregated with the
                              Adopting Employer pursuant to Code section 414(o), are all Related Employers of the Adopting Employer considered
                              to be Related Participating Employers?



 


	 	Option 2:	☑	No, Related Employers of the Adopting Employer will participate
    in this Plan only if listed on a Participating Employer Election Attachment.




 


		2.	Employers That Are Not Related
                                            Employers



 


Will an Employer that is not a Related
Employer of the Adopting Employer be allowed to participate in the Plan?


 


	 	Option 2:	☑	No.




 


SECTION ONE: EFFECTIVE
DATES


 


	Part B.	☑	Existing Plan Amendment or Restatement Date




 


This is an amendment or restatement of an existing qualified
plan.


 


The Initial Plan Document was effective on 08/01/1988
.


 





The Effective Date of this amendment or restatement is
01/01/2021 .


 


SECTION TWO: ELIGIBILITY


 


	Part A.	Age and Eligibility Service




 


		1.	Age Requirement.



 


An Employee will be eligible to become a Participant in
the Plan for purposes of becoming a Contributing Participant (and thus eligible to make Elective Deferrals), receiving Matching Contributions,
or receiving an allocation of any Employer Profit Sharing Contributions, Safe Harbor Contributions and Qualified Nonelective Contributions,
as applicable, made pursuant to Section Three of the Adoption Agreement, after attaining the following age:


 


		☑	The following age shall apply:




 


	 	☑	Pre-Tax Elective Deferrals – Age    18  .
	 	 	 
	 	☑	Roth Elective Deferrals – Age    18  .
	 	 	 
	 	☑	Matching Contributions – Age    18  .
	 	 	 
	 	☑	Employer Profit Sharing Contributions – Age    18  .
	 	 	 
	 	☑	Safe Harbor/QACA Safe Harbor Contributions – Age    18  .
	 	 	 
	 	☑	Qualified Nonelective Contributions – Age    18  .





 






    
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		2.	Eligibility Service Requirement.



 


An Employee will be eligible to become a Participant
in the Plan for purposes of becoming a Contributing Participant (and thus eligible to make Elective Deferrals), receiving Matching Contributions,
or receiving an allocation of any Employer Profit Sharing Contributions, Safe Harbor Contributions and Qualified Nonelective Contributions,
as applicable, made pursuant to Section Three of the Adoption Agreement:


 


		☑	After completing
                                                1     consecutive Months of Eligibility
                                            Service beginning on the Employee’s date of hire.






 


If this
option is selected, an Employee will be eligible to become a Participant in the Plan for purposes of the following contributions after
completing the number of consecutive Months of Eligibility Service specified above:


 


		☑	Pre-Tax Elective Deferrals.



 


		☑	Roth Elective Deferrals.



 


		☑	Matching Contributions.



 


		☑	Employer Profit Sharing Contributions.



 


		☑	Safe Harbor/QACA Safe Harbor Contributions.



 


		☑	Qualified Nonelective Contributions.



 


		3.	Age and Service Waivers



 


		a.	Employees Employed as of the
                                            Effective Date



 


An Employee
who is employed as of the Effective Date listed in Section One, Part A, of the Adoption Agreement, is included in the classification
listed below (other than an Employee who either is part of an excluded class of Employees or is employed by a Related Employer of the
Adopting Employer that does not participate in the Plan), and has not otherwise met the age and eligibility service requirements listed
above will be considered to have met those requirements as of the Effective Date and be eligible to become a Participant in the Plan:


 


	 	Option 2:	☑	Not applicable.


 


		b.	Employees Employed as of a Specified
                                            Date



 


An Employee
who is employed as of the date specified below, is included in the classification listed below (other than an Employee who either is
part of an excluded class of Employees or is employed by a Related Employer of the Adopting Employer that does not participate in the
Plan), and has not otherwise met the age and eligibility service requirements will be considered to have met those requirements and be
eligible to become a Participant in the Plan:


 


	 	Option 2:	☑	Not applicable.


 


		c.	Mergers and Acquisitions



 


An Employee
who is employed as of the date specified below, became an Employee as a result of a merger with or acquisition of the predecessor employer(s)
listed below, is included in the classification listed below (other than an Employee who either is part of an excluded class of Employees
or is employed by a Related Employer of the Adopting Employer that does not participate in the Plan), and has not otherwise met the age
and eligibility service requirements, will be considered to have met those requirements and be eligible to become a Participant in the
Plan.


 


	 	Option 2:	☑	Not applicable.


 


	Part  B.	Exclusion of Certain Classes of Employees




 


An Employee will be eligible to become a Participant in
the Plan unless such Employee is:


 


		☑	Included in a unit of Employees covered
                                            by a collective bargaining agreement between the Employer and Employee representatives, if
                                            retirement benefits were the subject of good faith bargaining and if two-percent or less
                                            of the Employees who are covered pursuant to that agreement are professionals as defined
                                            in Treasury Regulation section 1.410(b)-9. For this purpose, the term “Employee representatives”
                                            does not include any organization in which more than half of the members are Employees who
                                            are owners, officers, or executives of the Employer.



 


If this exclusion is selected, it
will apply to the following contributions:


 


		☑	Pre-Tax Elective Deferrals and Safe
                                            Harbor Contributions.



 


		☑	Roth Elective Deferrals.



 


		☑	Matching Contributions.



 


		☑	Employer Profit Sharing Contributions.



 


		☑	Qualified Nonelective Contributions.



 


		☑	A nonresident alien (within the meaning
                                            of Code section 7701(b)(1)(B)) who received no earned income (within the meaning of Code
                                            section 911(d) (2)) from the Employer which constitutes income from sources within the United
                                            States (within the meaning of Code section 861(a)(3)).



 


If this exclusion is selected, it
will apply to the following contributions:


 


		☑	Pre-Tax Elective Deferrals and Safe
                                            Harbor Contributions.



 


		☑	Roth Elective Deferrals.



 


		☑	Matching Contributions.



 


		☑	Employer Profit Sharing Contributions.



 






    
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		☑	Qualified Nonelective Contributions.



 


		☑	A Leased Employee.



 


If this exclusion is selected, it
will apply to the following contributions:


 


		☑	Pre-Tax Elective Deferrals and Safe
                                            Harbor Contributions.



 


		☑	Roth Elective Deferrals.



 


		☑	Matching Contributions.



 


		☑	Employer Profit Sharing Contributions.



 


		☑	Qualified Nonelective Contributions.



 


		☑	Other.



 


If this exclusion is selected, it
will apply to the following contributions and groups of Employees:


 


		☑	Pre-Tax Elective Deferrals and Safe
                                            Harbor Contributions



 


   an intern  .


 


		☑	Roth Elective
                                            Deferrals



 


   an intern  .


 


		☑	Matching Contributions



 


   an intern  .


 


		☑	Employer Profit
                                            Sharing Contributions



 


   an intern  .


 


		☑	Qualified
                                            Nonelective Contributions



 


   an intern  .



 


	Part C.	Entry Dates




 


The Entry Dates will be:


 


		☑	Monthly – The first day of
                                            each month of the Plan Year.



 


If this Entry Date option is selected,
it will apply to the following contributions:


 


		☑	Pre-Tax Elective Deferrals.



 


		☑	Roth Elective Deferrals.



 


		☑	Matching Contributions.



 


		☑	Employer Profit Sharing Contributions.



 


		☑	Safe Harbor/QACA Safe Harbor Contributions.



 


		☑	Qualified Nonelective Contributions.



 


	Part D.	Service Required for Eligibility Purposes




 


	 	Option 1:	☑	The Hours of Service method of determining service applies.




 


		(a)	 1,000  Hours of Service will
be required to constitute a Year of Eligibility Service.



 


		(b)	  500   Hours of Service
                                            must be exceeded to avoid a Break in Eligibility Service.






 


	Part E.	Eligibility Computation Period




 


An Employee’s Eligibility Computation Periods after
their initial Eligibility Computation Period will be:


 


	 	Option 2:	☑	The 12-consecutive month periods commencing on the anniversaries
    of their Employment Commencement Date.




 


	Part F.	Participation Following Breaks in Service


 


Will the rehire hold-out rule described in Plan Section
2.04(C) apply for purposes of determining eligibility?


 


	 	Option 2:	☑	No.


 






    
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SECTION THREE: CONTRIBUTIONS


 


	Part A.	Elective Deferrals




 


		1.	Authorization of Elective Deferrals



 


Will Elective Deferrals be permitted
under this Plan?


 


	 	Option 1:	☑	Yes.




 


Will Roth Elective Deferrals be permitted under this Plan
in addition to Pre-Tax Elective Deferrals?


 


Suboption (a):    ☑     Yes.


 


		2.	Limits on Elective Deferrals



 


		a.	If Elective
                                            Deferrals are permitted under the Plan, a Contributing Participant may elect under a salary
                                            reduction agreement to have their Compensation reduced by the amount described below. Such
                                            amount will be contributed to the Plan by the Employer on behalf of the Contributing Participant.



 


	 	Option 4:	☑	An amount equal to a dollar amount or percentage of the Contributing
    Participant’s Compensation not to exceed the limits imposed by Code sections 401(k), 402(g), 404, and 415.




 


		b.	Notwithstanding item (a) above,
                                            if Elective Deferrals are permitted under the Plan, a Contributing Participant who is a Highly
                                            Compensated



 


Employee may elect under a salary
reduction agreement to have his or her Compensation reduced by an amount as described below.


 


	 	Option 5:	☑	Not applicable. The provisions of item (a) above will apply.




 


		3.	Separate Deferral Election for
                                            Bonuses



 


Can a Contributing Participant
make a separate deferral election to defer part or all of a bonus that will apply instead of the Contributing Participant’s salary
reduction agreement?


 


	 	Option 2:	☑	No.




 


		4.	Catch-up Contributions



 


Will eligible Contributing Participants
be permitted to make Catch-up Contributions pursuant to Plan Section 3.01(H)?


 


	 	Option 1:	☑	Yes.




 


		5.	Ceasing Elective Deferrals



 


A Contributing Participant may
stop making Elective Deferrals prospectively by revoking a salary reduction agreement:


 


	 	Option 1:	☑	As of such times established by the Plan Administrator in
    a uniform and nondiscriminatory manner.




 


		6.	Return as a Contributing Participant
                                            After Ceasing Elective Deferrals



 


A Participant who ceases Elective
Deferrals by revoking a salary reduction agreement may return as a Contributing Participant:


 


	 	Option 1:	☑	As of such times established by the Plan Administrator in
    a uniform and nondiscriminatory manner.




 


		7.	Changing Elective Deferral Amounts



 


A Contributing Participant may
modify a salary reduction agreement to prospectively increase or decrease the amount of their Elective Deferrals:


 


	 	Option 1:	☑	As of such times established by the Plan Administrator in
    a uniform and nondiscriminatory manner.




 


		8.	Claiming Excess Elective Deferrals



 


A Participant who claims Excess Elective
Deferrals for the preceding calendar year must submit their claim in writing to the Plan Administrator by:


 


	 	Option 1:	☑	March 1.




 


		9.	Authorization of Automatic Elective
                                            Deferrals



 


		a.	Will the automatic Elective Deferral
                                            enrollment provisions apply?



 


	 	Option 1:	☑	Yes, the Automatic Contribution Arrangement (ACA) provisions
    in Plan Section 3.01(E)(1) will apply.




 


		b.	Tax Character of Elective Deferrals
                                            – ACA/EACA/QACA



 


How will amounts withheld from Compensation
and contributed to the Plan as automatic Elective Deferrals under an ACA, EACA or QACA be designated for tax purposes?


 


	 	Option 1:	☑	Pre-Tax Elective Deferrals.




 


		c.	Expiration of Salary Reduction
                                            Agreements



 


		i.	Authorization of Expiration of
                                            Salary Reduction Agreements 



 


Will a Participant’s salary reduction agreement expire?


 


	 	Option 5:	☑	No.




 






    
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		10.	ACA and EACA



 


		a.	New Employees



 


For an Employee who has met the eligibility requirements
set forth in Section Two of the Adoption Agreement and who fails to provide the Employer a salary reduction agreement, will a portion
of such Employee’s Compensation be automatically withheld and contributed to the Plan as an Elective Deferral?


 


	 	Option 2:	☑	Yes, for Employees who meet the eligibility requirements in
    Section Two, Part A of the Adoption Agreement on or after the Effective Date.




 


		b.	Current Employees



 


If an ACA or EACA provision is being
added to the Plan or an existing ACA or EACA provision is being changed, will automatic enrollment for Elective Deferrals apply to all
Employees who have met the eligibility requirements and who fail to return a salary reduction agreement on or after the Effective Date,
including those who met the eligibility requirements in the Adoption Agreement before the Effective Date?


 


	 	Option 2:	☑	Yes, but only to those Employees deferring less than the amount
    in item (c) below (including zero-percent).




 


		c.	Initial Amount of Automatic
                                            Elective Deferral



 


The following percentage or amount
of each Employee’s Compensation will be automatically withheld each payroll and contributed to the Plan as an Elective Deferral
if they have met the eligibility requirements and Option 1 or 2 was selected in item 9(a) above:


 


	 	Option 1:	☑	  6   percent.




 





		d.	Authorization of Automatic
                                            Elective Deferral Increase



 


Will Elective Deferrals be increased
automatically each year for Employees who are automatically enrolled under an ACA or EACA?


 


	 	Option 1:	☑	Yes, by   1   percent per payroll
    once per year up to a maximum of   10   percent.




 


		e.	Timing of Automatic Elective
                                            Deferral Increases



 


If automatic increases are selected above,
such increases will occur on the following dates:


 


	 	Option 5:	☑	Other.




 


March 1 of each Plan Year. a Contributing Participant
deferring less than 6% of Compensation.





 


	 	12.	Automatic Increase for Employees who are Not Automatically
    Enrolled or for Plans Without Automatic Enrollment




 


		a.	Authorization
                                            to Increase Elective Deferrals Automatically



 


Will Elective Deferrals be increased automatically each year
for Employees who are not automatically enrolled under items 10 or 11 above?


 


	 	Option 3:	☑	No.




 


	Part B.	Matching Contributions




 


		1.	Authorization of Matching Contributions



 


Will
the Employer make Matching Contributions to the Plan on behalf of a Qualifying Contributing Participant?


 


	 	Option 1:	☑	Yes, with respect to the following types of contributions:




 


		☑	Pre-Tax Elective Deferrals.



 


		☑	Roth Elective Deferrals.



 


		2.	Matching Contributions and Catch-up
                                            Contributions



 


Will Matching Contributions be made
in accordance with the Matching Contribution formula specified in items 3 and 4 below, with regard to Catch-up Contributions?


 


	 	Option 1:	☑	Yes.




 


		3.	Matching Contribution
                                            Formula



 


If the Employer selected to make Matching Contributions
in Part B, item 1 above, then the amount of such Matching Contributions made on behalf of a Qualifying Contributing Participant each
Plan Year will be equal to:


 


	 	Option 1:	☑	Discretionary Match.




 


The
percentage(s) of each Qualifying Contributing Participant’s Elective Deferrals (and/or Nondeductible Employee Contributions, if
applicable) which the Employer, in its sole discretion, determines. The amount, the allocation formula, and the percentage or dollar
amount limit applicable to such match, if any, is at the complete and sole discretion of the Employer and may vary. Any Matching Contribution
will be allocated in a nondiscriminatory manner based upon each Contributing Participant’s Elective Deferrals (and/or Nondeductible
Employee Contributions, if applicable).


 


Effective
for Plan Years beginning after the first adoption of a document restated to meet the requirements under Revenue Procedure 2017-41, if
the Employer makes a Matching Contribution to the Plan based upon this formula, the Employer must provide the Plan Administrator (or
Trustee, if applicable), written instructions describing (1) how the discretionary Matching Contribution formula will be allocated to
Qualifying Contributing Participants (e.g., a uniform percentage of Elective Deferrals (and/or Nondeductible Employee Contributions,
if applicable) or a flat dollar amount) and (2) the Matching Contribution Computation Period(s) to which the discretionary Matching Contribution
formula applies. Such instructions must be provided no later than the date on which the discretionary Matching Contribution is made to
the Plan. A summary of these instructions must be communicated to Qualifying Contributing Participants who receive discretionary Matching
Contributions. The summary must be communicated to Qualifying Contributing Participants no later than 60 days following the date on which
the last discretionary Matching Contribution is made to the Plan for a Plan Year.


 






    
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		4.	Supplemental
                                            Match



 


Will the Employer be permitted to make supplemental
Matching Contributions, in an amount to be determined at the Employer’s discretion, in addition to the Matching Contributions described
in Part B, items 2 and 3 above?


 


	 	Option 2:	☑	No.




 


		6.	Additional
                                            Conditions for Receiving Matching Contributions



 


A Contributing Participant will be
a Qualifying Contributing Participant, and thus entitled to share in Matching Contributions for any Plan Year, only if the Participant
has satisfied all of the eligibility requirements described in Section Two of this Adoption Agreement on at least one day of such Plan
Year and satisfies the following additional condition(s):


 


	 	Option 2:	☑	No additional conditions will apply.




 


	Part C.	Safe Harbor CODA Contributions



 


		1.	Application of Safe Harbor CODA



 


		a.	Safe Harbor Provisions



 


Will the Safe Harbor CODA provisions
of Plan Section 3.03 apply?


 


	 	Option 1:	☑	Yes.




 


		b.	Participants Entitled to Receive
                                            Safe Harbor CODA Contributions



 


Safe Harbor CODA contributions will
be made on behalf of:


 


	 	Option 2:	☑	All Eligible Employees.




 


		2.	ADP Test Safe Harbor Contributions



 


For the Plan Year, the Employer will
make the following ADP Test Safe Harbor Contributions to the Individual Account of each Eligible Employee, as described in item 1(b)
above, in the amount of:


 


	 	Option 2:	☑	Enhanced Matching Contributions.




 


That
percentage of each Contributing Participant’s Elective Deferrals determined by the rate of each Contributing Participant’s
Elective Deferrals as specified in the matching schedule below.


 


	 	Elective
    Deferral Percentage	 	 	Matching Percentage
	Base Rate	Less than or
    equal to    6   %	 	   100   %
	 	 	 	 	 


 





		3.	ACP Test Safe Harbor Matching
                                            Contributions



 


For the Plan Year will the Employer
make ACP Test Safe Harbor Matching Contributions to the Individual Account of each Eligible Employee, as described in item 1(b) above?


 


	 	Option 1:	☑	Yes. The Employer will make ACP Test Safe Harbor Matching
    Contributions in the amount of:




 


		☑	A discretionary
                                            contribution that matches each Contributing Participant’s Elective Deferrals that do
                                            not exceed a permissible percentage of the Contributing Participant’s Compensation
                                            for the Plan Year.



 


		4.	Recipient Plan



 


The Safe Harbor Contributions will
be made to:


 


	 	Option 1:	☑	This Plan.




 


	Part D.	Employer Profit Sharing Contributions




 


		1.	Authorization of Employer Profit
                                            Sharing Contributions



 


Will the Employer make Employer Profit
Sharing Contributions to the Plan on behalf of Qualifying Participants?


 


	 	Option 1:	☑	Yes.





 


		2.	Contribution Formula



 


	 	Option 1:	☑	Discretionary Formula. For each Plan Year the Employer may
    contribute an amount to be determined from year to year.


  


		3.	Allocation Formula



 


Employer Profit Sharing Contributions
will be allocated to the Individual Accounts of Qualifying Participants as follows:


 


	 	Option 1:	☑	Pro Rata Formula. In the ratio that each Qualifying Participant’s
    Compensation for the Plan Year bears to the total Compensation of all Qualifying Participants for the Plan Year.


 






    
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		4.	Additional Conditions for Receiving
                                            Employer Profit Sharing Contributions



 


A Participant will be a Qualifying Participant, and thus
entitled to share in the Employer Profit Sharing Contribution for any Plan Year, only if the Participant has satisfied all of the eligibility
requirements described in Section Two of this Adoption Agreement on at least one day of such Plan Year and satisfies the following additional
condition(s):


 


	 	Option 1:	☑	The following additional condition(s) apply:





 


		☑	Service Requirement. The Participant
                                            completes at least:



 


  1,000  
Hours of Service during the Plan Year, if the Hours of Service method of determining service applies; or            
months of service if the Elapsed Time method of determining service applies.


 





However, the condition will be waived for the following
reason(s):


 


		☑	The Participant’s death.



 


		☑	The Participant’s Termination
                                            of Employment after having incurred a Disability.



 


		☑	The Participant’s Termination
                                            of Employment after having reached Normal Retirement Age.



 


		☑	Last Day Requirement.
                                            The Participant is an Employee of the Employer on the last day of the Plan Year. However,
                                            this condition will be waived for the following reason(s):



 


		☑	The Participant’s death.



 


		☑	The Participant’s Termination
                                            of Employment after having incurred a Disability.



 


		☑	The Participant’s Termination
                                            of Employment after having reached Normal Retirement Age.



 


		5.	Contributions to Non-Highly
                                            Compensated Disabled Participants



 


Will a non-Highly Compensated Employee
Participant who has incurred a Disability be entitled to an Employer Profit Sharing Contribution pursuant to Plan Section 3.04(B)(1)?


 


	 	Option 2:	☑	No.


 


		6.	Employer Prevailing Wage Contributions



 


		a.	Authorization
                                            of Employer Prevailing Wage Contributions



 


Will the Employer make Employer Prevailing Wage Contributions
to the Plan on behalf of Participants with employment covered under a government contract?


 


	 	Option 2:	☑	No.





 


		7.	One-Time Irrevocable
                                            Participation Elections



 


May an Employee make a one-time irrevocable election,
as described in Plan Section 3.04(G), upon first becoming eligible to participate in the Plan, to have the Employer make annual contributions
equal to a specified amount or percentage of their Compensation (including an election to contribute no amount or percentage of Compensation)
contributed to the Plan?


 





	 	Option 2:	☑	No.


 


	Part E.	Qualified Nonelective Contributions




 


		1.	Qualified Nonelective Contribution
                                            Formula



 


For each Plan Year, can the Employer
contribute an amount to be determined from year to year as a Qualified Nonelective Contribution?


 


	 	Option 1:	☑	Yes.


 


		2.	Allocation of Qualified Nonelective
                                            Contributions



 


Allocation of Qualified Nonelective
Contributions (other than those, if any, allocated pursuant to Plan Section 3.05 to satisfy nondiscrimination tests) will be made:


 


	 	Option 1:	☑	Pro Rata. In the ratio that each Qualifying Participant’s Compensation
    for the applicable Plan Year bears to the total Compensation of all Qualifying Participants for such Plan Year.


 


		3.	Participants Entitled to Qualified
                                            Nonelective Contributions



 


		a.	Participants Eligible for Qualified
                                            Nonelective Contributions



 


Qualified Nonelective Contributions (other
than those, if any, allocated pursuant to Plan Section 3.05 to satisfy nondiscrimination tests) will be allocated to:


 


	 	Option 1:	☑	Non-Highly Compensated Employee Participants.


 


		b.	Additional Conditions for Receiving
                                            Qualified Nonelective Contributions



 


A Participant will be a Qualifying
Participant, and thus eligible to share in the Qualified Nonelective Contribution for any Plan Year (other than those, if any, allocated
pursuant to Plan Section 3.05 to satisfy nondiscrimination tests), only if the Participant has satisfied all of the eligibility requirements
of Section Two of this Adoption Agreement on at least one day of such Plan Year and satisfies the following additional condition(s):


 


	 	Option 2:	☑	No additional conditions will apply.


 






    
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	Part F.	Qualified Matching Contributions




 


		1.	Qualified Matching Contribution Formula



 


		a.	For each Plan Year, can the Employer contribute an amount to
be determined as a Qualified Matching Contribution?



 


	 	Option 2:	☑	No.


 


	Part G.	Other Contributions




 


		1.	Rollover Contributions



 


May an Employee make rollover contributions to the Plan
pursuant to Plan Section 3.07?


 


	 	Option 2:	☑	Yes, unless such Employee is part of any excluded class of Employees.




 


		a.	Direct Rollovers



 


		i.	Sources of Eligible Rollover Distributions



 


The Plan will accept Direct Rollovers
of pre-tax Eligible Rollover Distributions from:


 


	 	1.	A qualified plan described in Code section 401(a) or 403(a).	☑ Yes
	 	 	 	 
	 	 	 	Direct Rollover of Roth Elective Deferrals or Nondeductible
Employee Contributions – Will the Plan accept the following as Direct Rollovers?
	 	 	 	 
	 	 	 	Nondeductible Employee Contributions.	☑ Yes
	 	 	 	 	 
	 	 	 	Roth Elective Deferrals.	☑ Yes
	 	 	 	 	 
	 	2.	An annuity contract described in Code section 403(b).	☑ Yes
	 	 	 	 
	 	 	 	Direct Rollover of Roth Elective Deferrals or Nondeductible
Employee Contributions – Will the Plan accept the following as Direct Rollovers?
	 	 	 	 
	 	 	 	Nondeductible Employee Contributions.	☑ Yes
	 	 	 	 	 
	 	 	 	Roth Elective Deferrals.	☑ Yes
	 	 	 	 
	 	3.	An eligible plan under Code section 457(b) that is maintained by a state, political
    subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state.	☑ Yes
	 	 	 	 
	 	 	 	Direct Rollover of Roth Elective Deferrals or Nondeductible Employee Contributions – Will the Plan accept the following as Direct
Rollovers?
	 	 	 	 
	 	 	 	Nondeductible Employee Contributions.	☑ Yes
	 	 	 	 	 
	 	 	 	Roth Elective Deferrals.	☑ Yes



 


		b.	Indirect Rollovers



 


		i.	Sources of Eligible Rollover Distributions



 


The Plan will accept Indirect Rollovers
of pre-tax Eligible Rollover Distributions from:


 


		1.	A qualified plan described in Code section 401(a) or 403(a).	☑ Yes
	 	 	 	 
		2.	An annuity contract described in Code section 403(b).	☑ Yes
	 	 	 	 
		3.	An eligible plan under Code section 457(b) that is maintained by a state, political subdivision of a state, or any agency or instrumentality
of a state or political subdivision of a state.	☑ Yes



 


		ii.	Indirect Rollover of Earnings on Roth
                                            Elective Deferrals



 


Will the Plan accept Indirect Rollover
contributions of earnings on Roth Elective Deferrals?


 


	 	Option 1:	☑	Yes.


 


		c.	Rollover Contributions
                                            from IRAs



 


Will the Plan accept rollover contributions of the pre-tax
portion of a distribution from an individual retirement account or annuity described in Code section 408(a) or 408(b) that is eligible
to be rolled over?


 


	 	Option 1:	☑	Yes.


 


		2.	Nondeductible Employee Contributions



 


May a Contributing Participant make
Nondeductible Employee Contributions pursuant to Plan Section 3.10?


 


	 	Option 3:	☑	No.


 






    
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		3.	Top-Heavy Contributions



 


		a.	Minimum Allocation
                                            or Benefit



 


For any Plan Year with respect to which this Plan is a Top-Heavy
Plan, any minimum allocation required pursuant to Plan Section 3.04(E) will be made:


 


	 	Option 1:	☑	To this Plan:


 


	 	Suboption (a):	☑	The top-heavy minimum will offset Employer Profit Sharing
    Contributions, if any, made pursuant to Part D above.




 


		b.	Participants Entitled to Receive
                                            Minimum Allocation



 


If any minimum allocation required pursuant
to Plan Section 3.04(E) is not satisfied with other allowable contribution sources, the remaining minimum allocation required pursuant
to Plan Section 3.04(E) will be allocated to the Individual Accounts of:


 


	 	Option 1:	☑	Participants who are not Key Employees.


 


		c.	Top-Heavy Ratio



 


For
purposes of computing the top-heavy ratio as described in Plan Section 7.19(B), the Present Value of benefits under a defined benefit
plan will be discounted only for mortality and interest based on the following:




 


	 	Option 1:	☑	Not applicable because the Employer has not maintained a defined
    benefit plan.






 


	Part H.	ADP Testing Method




 


The
testing method used for purposes of the ADP test under this Plan will be:


 


	 	Option 2:	☑	Current-Year Testing Method.




 


	Part I.	ACP Testing Method




 


The
testing method used for purposes of the ACP test under this Plan will be:


 


	 	Option 2:	☑	Current-Year Testing Method.


 


	Part J.	Deemed IRA Contributions




 


May
an Employee make Deemed IRA Contributions pursuant to Plan Section 3.15?


 


	 	Option 2:	☑	No.


 


	Part K.	SIMPLE 401(k) Provisions




 


		1.	Will
                                            the SIMPLE 401(k) provisions of the Plan apply?



 


	 	Option 2:	☑	No.


 


	Part L.	Benefit Accrual in the Case of Death or Disability Resulting
    from Qualified Military Service




 


Will
the benefit accrual provisions under Code section 414(u)(9) apply to individuals who are unable to resume service on account of death
or Disability while performing qualified military service as defined in Code section 414(u)?


 


	 	Option 2:	☑	No.


 


	Part M.	In-Plan Roth Rollover




 


		1.	Direct
                                            In-Plan Roth Rollover



 


Will
a Recipient be entitled to request a Direct In-Plan Roth Rollover?


 


	 	Option 2:	☑	No.



 


		2.	Indirect In-Plan Roth Rollover



 


Will the Plan accept Indirect In-Plan
Roth Rollovers?


 


	 	Option 2:	☑	No.


 






    
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SECTION FOUR: VESTING
AND FORFEITURES


 


		Part
                            A.	Vesting
                                          Schedule for Matching Contributions



 


A
Participant will become Vested in the portion of their Individual Account derived from Matching Contributions (including ACP Test Safe
Harbor Matching Contributions and QACA ACP Test Safe Harbor Matching Contributions), if applicable, made pursuant to Section Three of
the Adoption  Agreement as follows.    




 


	YEARS OF VESTING SERVICE	 	 	 
	(PERIODS OF SERVICE, IF	 	 	VESTED PERCENTAGE	 
	APPLICABLE)	 	 	 	 
	Matching	 	Option 2 ☑	 
	Less than One	 	 	         0	%
	1	 	 	0	%
	2	 	 	0	%
	3	 	 	100	%
	4	 	 	100	%
	5	 	 	100	%
	6	 	 	100	%




 


		Part
                            B.	Vesting
                                          Schedule for Employer Profit Sharing Contributions



 


A
Participant will become Vested in the portion of their Individual Account derived from Employer Profit Sharing Contributions, if
applicable, made  pursuant to Section Three
of the Adoption Agreement as follows.  




 





	YEARS OF VESTING SERVICE	 	 	 
	(PERIODS OF SERVICE, IF	 	 	VESTED PERCENTAGE	 
	APPLICABLE)	 	 	 	 
	Profit Sharing	 	Option 1 ☑	 
	Less than One	 	 	100	%
	1	 	 	100	%
	2	 	 	100	%
	3	 	 	100	%
	4	 	 	100	%
	5	 	 	100	%
	6	 	 	100	%


 


		Part
                            D.	Measuring
                                          Period for Vesting



 


Years of Vesting Service will be measured over the following 12-consecutive month period:


 


Option
4:       ☑        Not applicable. The Elapsed Time method
of determining service applies.


 


		Part
                            E.	Service
                                          Required for Vesting Purposes



 


Option
2:       ☑        Not applicable. The Elapsed Time method
of determining service applies.


 


		Part
                            G.	Vesting
                                          Following Breaks in Service



 


Will the rehire hold-out rule specified in Plan Section 4.01(D)(2) apply for purposes of determining the Vested portion of a Participant’s Individual Account?


 


Option
2:       ☑        No.


 


	Part H.	Fully
                                          Vested Under Certain Circumstances



 


	 	Will an Employee be fully Vested under the following circumstances?




 


	 	1.  The Employee dies. 	☑        Yes




 


	 	2.  The Employee incurs a Disability.	☑        Yes




 


		Part
                            I.	Vesting
                                          in the Case of Disability Resulting from Qualified Military Service



 


Will
vesting service be credited to individuals who are unable to be reemployed on account of Disability while performing qualified military
service as  defined in Code section 414(u)?


 


Option
3:        ☑        Not applicable. Individuals become
100 percent Vested upon Disability under the terms of the Plan.   


 






    
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		Part J.	Allocation of Forfeitures
                                            of Matching Contributions



 


Forfeitures of Matching Contributions will be:


 


Option 2:        ☑
        Applied to reduce Employer Contributions.


 


		Part K.	Allocation of Forfeitures
                                            of Excess Aggregate Contributions



 


Forfeitures of Excess Aggregate Contributions will be:


 


Option 2:        ☑
        Applied to reduce Employer Contributions.


 


SECTION FIVE: DISTRIBUTIONS
AND LOANS


 


		Part A.	Eligibility for
                                            Distributions



 


		1.	Distributions Upon Termination of Employment



 


a. Individual Account Balances
Less Than or Equal to the Cashout Level


 


		i.	Cashout Level for Terminated Participants



 


For purposes of applying the cashout
rules in Plan Section 4.01(C)(1), the cashout level will be:


 


Option
1:        ☑        $5,000.


 


		ii.	Rollovers
                                            Included in Involuntary Cashouts



 


Will
rollover contributions be included in determining the value of a Participant’s Vested Individual Account for purposes of Plan Sections
5.01 and 5.04?


 


Option
1:        ☑        Yes.



 


		b.	Individual Account Balances Exceeding
                                            Cashout Level



 


		i.	Employee Has Not Reached Normal Retirement
                                            Age



 


Will an Employee who has not reached
Normal Retirement Age be entitled to request a distribution of their Individual Account attributable to the following types of contributions
upon incurring a Termination of Employment?


 


	Option 1:        	☑	Yes, with respect to the following contributions.




 


		☑	Matching Contributions.



 


		☑	Employer Profit Sharing Contributions.



 


		ii.	Severance from Employment



 


Will a Participant be entitled to request a distribution
of their Individual Account attributable to Elective Deferrals on account of Severance from Employment pursuant to Plan Section 5.01(A)(2)?


 


Option 1:        ☑
         Yes.


 


		2.	Distributions During Employment
	 	 	 
	 	 	a. In-Service Withdrawals



 


		i.	In-Service Availability for Elective
                                            Deferrals In General



 


Will a Participant who has not
incurred a Severance from Employment be entitled to request an in-service distribution of their Individual Account attributable to Elective
Deferrals?


 


	Option 1:        	☑	Yes, if he or she has attained age   59.5  .




 





	Option 2:        	☑	Yes, if he or she has attained Normal Retirement Age.




 


		☑	Pre-Tax Elective Deferrals.



 


		☑	Roth Elective Deferrals.



 


		ii.	In-Service Availability for Elective
                                            Deferrals Due to Deemed Severance from Employment



 


Will a Participant who has not incurred
a Severance from Employment but has incurred a Deemed Severance from Employment be entitled to request an in-service distribution of
their Individual Account attributable to Elective Deferrals?


 


Option 1:        ☑
        Yes.


 






    
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		iii.	In-Service Availability for Employer
                                            Contributions



 


		(A)	Will a Participant be entitled to request
                                            an in-service distribution of their Individual Account attributable to Matching Contributions and Employer Profit Sharing Contributions?



 


	Option 1:        	☑	Yes, with respect to the following contributions:




 


		☑	Matching Contributions.



 


		☑	Employer Profit Sharing Contributions.



 


	 	 	 	Matching	 	 	Employer Profit 
Sharing
	 	 	 	Contributions	 	 	Contributions
	Upon attainment of age 591⁄2.	 	 	☑	 	 	☑
	Upon attainment of Normal Retirement Age.	 	 	☑	 	 	☑




 


		(B)	The maximum number of in-service withdrawals
                                            that may be taken while a Participant is employed by the Employer is:



 


		☑	Unlimited.



 


		☑	Matching Contributions.



 


		☑	Employer Profit Sharing Contributions.



 


		b.	Hardship Withdrawals



 


		i.	Hardship Availability for Elective Deferrals



 


		Will an Employee be entitled to request a hardship distribution
of their Individual Account attributable to Elective Deferrals, not including any earnings attributable?



 


	Option 1:        	☑	Yes, with respect to the following Elective Deferrals:




 


		☑	Pre-Tax Elective Deferrals.



 


		☑	Roth Elective Deferrals.



 


		ii.	Hardship Availability for Matching Contributions
                                            and Employer Profit Sharing Contributions



 


		Will an Employee be entitled to request a hardship distribution
of their Individual Account attributable to Matching Contributions and Employer Profit Sharing Contributions?
	 	 
	 	☑	Yes, with respect to the following contributions:



 


		☑	Matching Contributions.



 


		☑	Employer Profit Sharing Contributions.
	 	 	 
	 	 	How will hardship be defined for purposes of this section?



 


		Suboption (b):	☑    	The safe harbor definition of hardship distribution described in Plan Section 5.01(C)(2)(b) will apply with respect to the following
types of contributions, except that an Employee’s Elective Deferrals (and Nondeductible Employee Contributions, if applicable)
will not be suspended for six months:



 


		☑	Matching Contributions.



 


		☑	Employer Profit Sharing Contributions.



 


		iii.	Hardship Availability Due to Beneficiary
                                            Hardship
	 	 	 
	 	 	If the Plan permits hardship distributions,
will hardship distributions also be permitted because of a hardship incurred by the Primary Beneficiary of an Employee?
	 	 	 
	 	 	Option 2: ☑        No.



 


		3.	Miscellaneous Distribution Issues



 


		a.	Withdrawals of Rollover Contributions
	 	 	 
	 	 	Will an Employee be entitled to request
and receive a distribution of their Individual Account attributable to rollover contributions at any time?
	 	 	 
	 	 	Option 1: ☑        Yes.
	 	 	 
	 	b.	Withdrawals of Elective Transfer Contributions
	 	 	 
	 	 	Will an Employee be entitled to request and receive a
distribution of their Individual Account attributable to elective transfer contributions at any time?
	 	 	 
	 	 	Option 2: ☑        No.



 






    
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		c.	Disability



 


Will a Participant who has incurred a
Disability be entitled to request a distribution of their Individual Account attributable to the following contribution sources?


 


Option 1: ☑   Yes,
with respect to the following contributions.


 


		☑	Elective Deferrals.



 


		☑	Matching Contributions.



 


		☑	Employer Profit Sharing Contributions.



 


		d.	Qualified Reservist Distributions



 


Will a Participant be entitled to request a qualified reservist
distribution (as described in Plan Section 5.01(C)(3)) of their Individual Account attributable to Elective Deferrals?


 


Option 1: ☑    Yes.


 


		Part B.	Form of Distribution



 


		1.	Involuntary Cashout Distributions Upon
                                            Termination of Employment



 


Involuntary cashout distributions
of $1,000 or less that are Eligible Rollover Distributions and are made to terminated Participants that do not elect a form of
distribution will, pursuant to Plan Section 5.01(B)(1), be:


 


Option 1: ☑     Paid
in a lump sum distribution.


 


		2.	Voluntary Distributions



 


		a.	Lump Sum



 


Will a Participant be entitled to request a payment of
the Vested portion of their Individual Account in a lump sum, subject to Plan Section 5.02?


 


Option 1: ☑    Yes.


 


		b.	Partial Payments



 


Will a Participant be entitled to request a non-recurring
partial payment from the Vested portion of their Individual Account, subject to Plan Section 5.02?


 


Option 1: ☑    Yes.


 


		c.	Installment Payments



 


Will a Participant be entitled to request a series of regularly
scheduled recurring payments from the Vested portion of their Individual Account, subject to Plan Section 5.02?


 


Option 2: ☑    No.


 


		d.	Annuity Contracts



 


Will a Participant be entitled to apply the Vested portion
of their Individual Account toward the purchase of an annuity contract, subject to Plan Section 5.02?


 


Option 2: ☑    No.


 


		Part C.	Timing of Distributions



 


		1.	Death, Disability or Attainment of
                                            Normal Retirement Age



 


If a Participant dies, incurs a
Disability or attains Normal Retirement Age, and a distributable event has occurred, distributions will commence as soon as
administratively feasible following:


 


Option 1: ☑    The
date the Participant (or Beneficiary of a deceased Participant) requests a distribution.


 


		2.	Termination of Employment or Severance
                                            from Employment



 


If a Participant has a Termination of Employment or Severance
from Employment, and a distributable event has occurred, distributions will commence as soon as administratively feasible following:


 


Option 1: ☑    The date the
Participant requests a distribution.


 


		Part D.	Beneficiary Required
                                            Minimum Distributions



 


		1.	Election to Apply Five-Year Rule to
                                            Distributions to Designated Beneficiaries



 


Will Designated Beneficiaries be required
to take distributions according to the five-year rule?


 


Option 2: ☑    No.


 






    
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		2.	Election to Permit Participants or
                                            Beneficiaries to Elect Five-Year Rule



 


Will Participants or Designated
Beneficiaries be permitted to elect, on an individual basis, whether the five-year rule or the life expectancy rule applies?


 


Option 1: ☑     Yes.
Participants or Beneficiaries may elect on an individual basis whether the five-year rule or the life expectancy rule in Plan Section
5.05(D)(2) applies to distributions after the death of a Participant who has a Designated Beneficiary.


 


		Part E.	Retirement Equity
                                            Act Safe Harbor



 


		1.	Retirement Equity Act Safe Harbor



 


Will the safe harbor provisions of
Plan Section 5.10(E) apply?


 


Option 1: ☑     Yes.


 


		Part F.	Loans



 


Will a Participant be entitled to request a loan pursuant
to Plan Section 5.16?


 


Option 1: ☑     Yes.


 


SECTION SIX: DEFINITIONS


 


		Part A.	Compensation for
                                            Allocation and Other General Purposes



 


		1.	Base Definition



 


Compensation will mean all of each
Participant’s:


 





	 	 	 Elective Deferrals	 	Matching 
Contributions	 	Employer Profit 
Sharing 
Contributions
	W-2 Wages.	 	☑	 	☑	 	☑


 


		2.	Determination Period



 


Compensation will be determined over
the following applicable period:


 


	 	 	 Elective Deferrals	 	Matching 
Contributions	 	Employer Profit 
Sharing 
Contributions
	Plan Year.	 	☑	 	☑	 	☑




 


		3.	Pre-Entry Date Compensation



 


Unless a different definition of
Compensation is required by either the Code or ERISA, for the Plan Year in which an Employee enters the Plan, the Employee’s Compensation
that will be taken into account for purposes of the Plan will be:





	 	 	 Elective Deferrals	 	Matching 
Contributions	 	Employer Profit 
Sharing 
Contributions
	Compensation from Entry Date.	 	☑	 	☑	 	☑


 


		4.	Inclusion in Compensation



 


		a.	Elective Deferrals



 


Will Compensation include Employer Contributions made pursuant
to a salary reduction agreement that are not includible in the gross income of the Employee under Code sections 125 (cafeteria plans),
132(f)(4) (transportation fringe benefits), 402(e)(3) (401(k) plans), 408(k) (salary deferral SEP plans), 403(b) (tax sheltered annuity
plans), 414(h) (governmental pick-up plans), and 457 (deferred compensation plans of state and local governments and tax-exempt organizations)?


 


	Elective Deferrals.	☑    Yes
	 	 
	Matching Contributions.	☑    Yes
	 	 
	Employer Profit Sharing Contributions.	☑     Yes
	 	 








    
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		b.	Post-Severance
                                            Compensation



 


	Will Compensation include the following?	 




 


	Leave cashouts paid after Severance from Employment. 	☑
    No




 


	Deferred compensation paid after Severance from Employment.
	☑    No




 


		c.	Deemed
                                            125 Compensation



 


Will Compensation include deemed Code section 125 compensation?


 


Option
2:   ☑    No.


 


		5.	Exclusion
                                            from Compensation



 


General
Exclusions


 


Compensation will exclude the following:    




 




	 	 	 	 	 	 	 	 	 	 	Employer Profit
	 	 	 	Elective 	 	 	 	Matching	 	 	Sharing
	 	 	 	 Deferrals	 	 	 	Contributions	 	 	Contributions
	e. Differential Wage Payments.	 	 	☑	 	 	 	☑	 	 	☑
	f. Reimbursements or other expense allowances, fringe benefits (cash & noncash), moving expenses, deferred compensation and welfare benefits.	 	 	☑	 	 	 	☑	 	 	☑




 


		Part B.	Matching Contribution
                                            Computation Period



 


The Matching Contribution Computation Period applicable
to Matching Contributions will be:


 


Option 5: ☑    Annually.


 


		Part C.	Disability



 


For purposes of this Plan, Disability will mean:


 


Option 1: ☑   The
inability to engage in any substantial, gainful activity by reason of any medically determinable physical or mental impairment that can
be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months.


 


		Part D.	Highly Compensated
                                            Employee



 


		1.	Top Paid Group Election



 


For purposes of determining who is
a Highly Compensated Employee under the Plan, will the top paid group election apply?


 


Option 1: ☑     Yes.


 


		2.	Calendar Year Data
                                            Election



 


If the Plan Year is a non-calendar year, for purposes
of determining who is a Highly Compensated Employee (other than a five-percent owner) under the Plan, will the calendar year data election
apply?


 


Option 2: ☑    No.


 


		Part E.	Method of Determining
                                            Service



 


		1.	Service for purposes of determining eligibility to participate in the Plan will be determined on the basis of:

                                                                                 

                                                                                Option
                                            2: ☑    Hours of Service. An Employee will be credited for Hours
                                            of Service determined on the basis of:




 


Suboption (a): ☑    Actual hours
for which an Employee is paid or entitled to payment.


 


		2.	Service for purposes of determining if
                                            a Participant is a Qualifying Participant or Qualifying Contributing Participant (and therefore
                                            eligible to receive an Employer Contribution) will be determined on the basis of:



 


Option 2: ☑    Hours
of Service. An Employee will be credited for Hours of Service determined on the basis of:


 


Suboption (a): ☑    Actual hours
for which an Employee is paid or entitled to payment.


 


		3.	Service for purposes of determining a Participant’s Vested
percentage will be determined on the basis of:



 


Option 1: ☑     Elapsed
Time. An Employee will generally be credited for the aggregate of all time periods commencing with the Employee’s first day of
employment and ending on the date a Break in Service begins.


 


		Part F.	Limitation Year
                                            Means



 


Option 1: ☑    The Plan Year.


 






    
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		Part G.	Plan Year Means



 


Option 2: ☑    The calendar
year.


 


		Part H.	Predecessor Employer
                                            Service



 


In addition to the service credited when an Employer maintains
the plan of a predecessor employer, will service with a predecessor employer be credited where the Employer does not maintain the plan
of a predecessor employer?


 


Option 2: ☑    No.


 


		Part I.	Required Beginning
                                            Date



 


For purposes of determining when minimum distributions must
begin to be made to each Participant, the Required Beginning Date will mean:


 


Option 2: ☑    The
later of April 1 of the calendar year following the calendar year in which a Participant attains age 701⁄2 or retires except that
distributions to a five-percent owner must commence by April 1 of the calendar year following the calendar year in which the Participant
attains age 701⁄2.


 


		Part J.	Retirement Age



 


		1.	Early Retirement Age



 


The Early Retirement Age under the
Plan will be:


 


Option 1: ☑    An
Early Retirement Age is not applicable under the Plan.


 


		2.	Normal Retirement Age



 


The Normal Retirement Age under the
Plan will be:


 


Option
1: ☑    Age     65   .



 


		Part K.	Valuation Date



 


The Plan Valuation Date will be:


 


Option 1: ☑    Daily.





 


SECTION SEVEN: MISCELLANEOUS


 


		Part A.	Life Insurance



 


Will life insurance investments be permitted under the Plan?


 


Option 2: ☑    No.


 


		Part B.	Participant Direction



 


		1.	Authorization



 


Will a Participant be responsible
for directing any or all of the investment of their Plan assets pursuant to Plan Section 7.22(B)?


 


Option 1: ☑    Yes.


 


		2.	Accounts Subject to Participant Direction



 


A Participant will be responsible
for directing the following portions of their Individual Account:


 


Option 1: ☑    The
entire Individual Account.


 


		3.	Frequency of Investment Changes



 


A Participant may make changes to
the investments within their Individual Account with the following frequency:


 


Option 2: ☑    Daily.


 


		4.	ERISA 404(c) Compliance



 


Does the Adopting Employer intend to operate this Plan
in compliance with the requirements pertaining to Participant direction of investment in ERISA section 404(c) as set forth in Plan Section
7.22(B)?


 


Option 1: ☑    Yes.


 


		Part C.	Qualifying Longevity
                                            Annuity Contract



 


Will a Participant be allowed to purchase and distribute
Qualifying Longevity Annuity Contracts pursuant to Plan Section 7.22(G)?


 


Option 2: ☑    No.


 






    
		Page 17	©2020 Ascensus, LLC




     


    

 


SECTION EIGHT: EMPLOYER
SIGNATURE


 


Pre-Approved Document Provider


 


	Name of Pre-Approved Document Provider	Ascensus, LLC



 


 





		Address	200 Dryden Road, Dresher, PA 19025
	 	 	 






		Telephone	(215) 648-8000






 


Authorized Employer Signature


 


I am an authorized representative of the Adopting Employer named above
and I state the following:


 


		1.	I acknowledge that I have
                                            relied upon my own advisors regarding the completion of this Adoption Agreement and the legal
                                            tax implications of adopting this Plan;



 


		2.	I understand that my failure to properly complete
                                            this Adoption Agreement may result in disqualification of the Plan;



 


		3.	I understand that the
                                            Pre-Approved Document Provider will inform me of any amendments made to the Plan and will
                                            notify me should it discontinue or abandon the Plan;



 


		4.	I have received a copy of this Adoption Agreement
                                            as well as the Adoption Agreement included in Appendix A to the Basic Plan Document 01 which
                                            provides all available elections;



 


		5.	By signing this Adoption
                                            Agreement, I acknowledge having reviewed the Appendix A to the Basic Plan Document and certify
                                            that all choices reflected in this Adoption Agreement have been taken from such appendix;
                                            and



 


		6.	I have received a copy of the Basic Plan Document.



 


	Signature of
    Adopting Employer	 	 	Date Signed	 
	 	 	 	 	 
	Type Name	 	 	 		 	Title	 	 



 


agreements@ascensustrust.com, sbrittingham@sterlingbank.com, kirk.dahring@dca401k.com reviewed the document.  


 






    
		Page 18	©2020 Ascensus, LLC